The Education Development Center, Inc., receives 30-months' funding in collaboration with the University of Massachusetts at Lowell, and the Eastern Massachusetts Association of Mathematics Department Heads. This project designs and implements a professional development program for mathematics department heads, lead 6-12 mathematics teachers, and professional developers to consist of two consecutive, four-week summer workshops followed by four full-day seminars during the following school year for a total of 400 hours of development. An ongoing program of inservice courses for districts to include 400 hours of professional development for 60 lead teachers, and over 100 hours of professional development for 180 second teir teachers will be held. The program will conclude with a national conference to assist others in implementing programs in building regional capacity to include a guidebook including materials developed in this project.