This project will extend the materials developed under the Math and the Mind's Eye project (MDR 840371). By drawing upon capacity for visual thinking using manipulatives, models, sketches, and diagrams, students develop an understanding of mathematical concepts and create meaningful mental images that help them retain and recall this information. Presently the materials consist of (1) 335 pages of classroom activities organized into six units, and (2) The Visual Mathematics Course Guide, volumes I and II, containing 160 sequential lesson guides based upon the classroom activities. The project will develop volumes III and IV of the series to cover formulas, functions, graphs and equations, ratio and similarity, introductory probability, descriptive statistics, and geometric transformations. When complete, the four volumes will comprise a two to three year integrated middle school curriculum in mathematics which can be used also with high school students with limited mathematical backgrounds.