This project is designed to improve mathematics and science instruction in a rural Alabama school system by training the existing elementary and middle school teachers. It is a collaborative effort between the Macon County School System and the faculty at the Tuskegee University; College of Arts and Sciences and School of Education. Project activities include: (1) workshops to improve the science and mathematics knowledge of teachers; (2) the development and utilization of demonstration classrooms for the classroom application of teacher knowledge in science and mathematics; and (3) leadership development through administrator workshops and the preparation of teacher consultants to ensure effective instructional change beyond the life of the project. The central focus of the project is the development of a cadre of twenty teacher consultants who will receive sufficient preparation to serve as resources to their classroom peers. This strategy involves a multi- stage process of in-school training, university instruction, and teacher consultation. In the first year, approximately 117 teachers and 7 administrators will be trained by university personnel. Of these, 20 teachers will be selected for further training in second year training activities to serve as lead teachers for training of teachers for additional school districts during the third year of the project. Expected training outcomes are (1) increased teacher knowledge; (2) more effective instructional delivery by teachers; (3) improved student performance; and (4) demonstration classrooms as a teacher resource and for use in the clinical experiences of university teacher trainees.