Clemson University will conduct a four-year program based on implementing recommendations in the NCTM Standards for middle school and secondary schools. Target subject matter areas are pre-algebra, geometry, introductory algebra, and intermediate algebra, which together constitute the college preparatory track in the target district. Expected outcomes include integration of graphic calculators and computer software throughout the Pickens County School District. The model includes a cooperative effort among Clemson University, the Pickens County School District, and local industry, each strongly committed to success of the effort. The program features summer workshops for content and pedagogy enhancement and for adapting existing materials to be used by teachers and students in the implementation. The Pickens County School District and Clemson University, with the cooperation of Texas Instruments and National Cash Register, have contributed an amount equal to 33% of the NSF request.