The overall purpose of this project is to model a collaborative strategy for infusing significant applications of modern technologies in the teaching of mathematics, K-12, in two northeast Georgia rural school systems served by the University of Georgia (UGA). Forty-five (45) selected mathematics teachers who will serve as Leader Teachers (LTs) will work intensively, with University mathematicians, scientists, mathematics and science educators and master teachers over a period of two years. They will be grouped by teaching level, grades K-4, 5-8 and 9-12, and will complete specially designed mathematics and applied science content courses, teaching and curriculum implementation courses, a supervised internship and two research seminars during 2 six-week summer sessions and academic years. The mathematics content will emphasize real- life problems, having heavy emphasis on problems with science components. In this manner, the teachers, in particular those of grades K-8, will experience the integration of mathematics and science, emphasizing the applications of mathematics. Based on their studies and the implementation experiences in their own classrooms, the LTs will develop, with the help of the project staff, four inservice workshop packages for each of the teaching levels. These LTs will work in teams and conduct the staff development workshops for their colleagues, called School Partners (SPs), and provide continuing classroom support for these SPs over the next two years of the project. Every teacher of mathematics, K-12, in these two districts will be involved in this project as either a Lead Teacher or a School Partner. Wherever possible, the LT will work with teachers in his or her own school. The University of Georgia, Greene and Walton Counties as well as the Apple Corporation have cost-shared a very large part of the cost of the total project. Sufficient computers will be provided to implement this project in a realistic and appropriate way. Content course syllabi, grade-level teaching resources, inservice workshop packages and descriptive and technical reports will be produced as a result of this project. The large amount of cost-sharing is a virtual match on a dollar for dollar basis to the NSF request, with funds coming from UGA, the counties, Apple Computer Corp and State of Georgia Eisenhower money.