Project MERIT is a three year effort to enhance middle school teachers' knowledge of mathematics in content and pedagogy. The project targets teams of teachers consisting of two to four underprepared teachers and a master/mentor teacher. Teams will participate in a four week-summer institute, substantial academic year followup, and a second summer institute. A first cohort of teachers will begin in the summer of 1991, and a second cohort in the summer of 1992. The program will include mathematics content, instructional strategies, and leadership training. MERIT is a cooperative effort of CSU-Dominquez Hills, the Los Angeles Unified school district, and The Achievement Council. Cost sharing is provided by CSU-Dominguez Hills, the Los Angeles Unified School District, the Achievement Council, and participating schools, as 20% of the NSF award.