This Leadership Activities project will provide enhancement and professional development experiences for 120 exemplary mathematics teachers from the western Massachusetts and northwestern Connecticut area. Both elementary and secondary mathematics teachers will be involved. The overall goals of the multiyear project involve the updating and deepening of the participants' mathematical backgrounds and teaching methodologies with emphasis upon problematic and constructivist perspectives, the networking of the staff and participants through regular school visitations and group workshops, the conduct of frequent in-service helping and sharing sessions by the participants in their schools, the dissemination of the project materials and results, and the investigation of the modelistic approach within a carefully planned documentation, assessment and evaluation effort. The teacher enhancement model is organized into five stages of leadership development. In the first stage (a two-week summer workshop) teachers intensely study mathematical problem solving and constructive teacher practices. In stage two (academic year follow-up) teachers apply and practice new techniques and receive coaching guidance in weekly classroom visits by the ELM Project staff. Stage three involves a second two-week summer advanced workshop which deepens and reinforces their experiences and begins their training for conducting in-service work with their peers. In stage four (second academic year follow-up) the advanced leadership teachers and ELM Project staff plan and conduct in-service workshops for school colleagues. At stage five the leadership teachers conduct workshops with minimal guidance from project staff.