Our objective is to develop, evaluate, and disseminate a video-based problem solving series that generates excitement about mathematics and science among middle school students (grades 5,6,7) and that helps them develop powerful skills of mathematical problem formulation and problem solving. The series will consist of (1) six problem solving videos that cover the key mathematical concepts and activities recommended for middle school mathematics in the NCTM curriculum standards (1989); (2) ancillary materials in the form of print, Hypermedia and computer tools that help students carry their mathematical thinking to other parts of the curriculum such as science and social studies; (3) teaching videos plus text materials for teachers. The series will be based on a theoretically and empirically motivated set of design principles that help teachers engage in the types of classroom activities that are recommended in the NCTM curriculum standards. Several of these design principles are unique to our proposed series and appear to be extremely important for enhancing motivation among students and developing powerful skills of complex problem formulation and problem solving. We have already produced two problem solving videos that serve as pilots for the series (one is included with this application) and are currently producing a teaching video plus ancillary materials to accompany the pilots. We are asking the NSF for help in producing the four additional problem solving videos (plus ancillary materials) plus the two additional teaching videos. We discuss the anticipated impact of our series, our previous track record and our plans for quality control, cost-sharing and dissemination.