Abstract The University of Arizona offers a four year program to enhance the mathematical and pedagogical competence and leadership skills of 90 well prepared middle school teachers. Special emphases will include encouraging minorities and women in mathematics, using technology in doing mathematics, and exploring connections of mathematics to other areas. Each teacher will attend two summer workshops (one four week and one two week) and be engaged in academic year activities to support classroom implementation and further develop leadership skills. Courses in the summer workshops will be co-taught by university faculty and classroom teachers. Teachers participating in the project will provide outreach and support for other teachers. The university and schools are providing a cost share of 34%.