9814102 Francis The Strategies for Teacher Excellence Promoting Student Success (STEPSS) Local Systemic Change project involves the Visalia Unified School District (CA), California State University - Fresno, and Fresno Pacific University. The project focuses on the implementation of mathematics education reform initiatives at the K-6 levels. Approximately 900 teachers and administrators are involved in this project. The design and implementation model for this project includes successful components from the California Department of Education's NSF-funded Math Matters project, the San Joaquin Valley Mathematics Project, and Visalia Unified's own staff development initiatives. Project teachers will be supported as they implement Creative Publication's MathLand mathematics program. The project is dedicated to strengthening the mathematics content background of the K-6 project teachers. The project serves a very needy student population. This includes 24,000 K-12 students and covers 200 square miles in the San Joaquin Valley of central California. Approximately fifty percent of the district's students live in poverty. A promising and unique aspect of this project is the involvement of pre- and inservice teachers. The project will create at least two pre-service mathematics laboratory sites (linked to Fresno Pacific University and California State University - Fresno, respectively). The labs will be organized to provide pre- and inservice teachers with awareness and knowledge of all of the NSF-funded elementary and middle school curriculum projects. Project pre- and inservice teachers will have access to the NSF curriculum materials and have experiences with them involving and related to mathematics content and pedagogy.