This two-year project will develop, test, and document a model for school-wide change in the teaching of elementary and middle school mathematics, with the goal of promoting instruction that is consistent with the California Mathematics Framework and the NCTM Standards. Led by project staff and sixteen teachers serving as "math leadership candidates," five elementary schools and four middle schools in California will conclude a five-year staff development program that was begun with state and local funding. Each summer, the mathematics leadership candidates will attend one-week institutes to prepare them for their leadership roles. All teachers in the participating schools will, at district expense, take a one-week course on mathematics content and methodology offered by Marilyn Burns Associates. During the academic years, the mathematics leadership candidates will meet regularly with project staff and will provide monthly inservice sessions to the entire staff of the participating schools. Products of the project will include a Mathematics Leadership Guide. The California State Department of Education, the Alameda County Office of Education, and the participating school districts are contributing as cost-sharing an amount equal to 88% of the NSF award.