This S-STEM project awards 20 scholarships of up to $5,500 per student per year for up to four years to full-time financially disadvantaged students who are talented in mathematics and computer science. The proposal is essentially a systematic plan to attract, nurture, and prepare masters students to do doctoral studies in mathematics or computer science. Between 10-12 of the 20 of these awards are for graduate students, and the remainder for the undergraduates who form a feeder-pool for the graduate programs. Students are provided extensive support, including faculty mentors. Additional educational opportunities include internship and research experiences, and regularly scheduled forums and colloquia that cover research findings and topics on mathematics and computer science. The goals of this project are: (1) Increased retention of students to degree achievement; (2) Improved student support programs; (3) Improved educational opportunities for students; and (4) Increased numbers of well-educated and skilled employees in technical areas of national need. A major outcome of the project is a significant increase in the pool of minority students who will qualify for and enroll in mathematics and computer science doctoral programs.