A laboratory classroom and associated materials are being developed to permit upper division mathematics courses, including linear algebra, applied linear algebra, applied statistics, differential equations, and abstract algebra, to be taught with a `project' orientation. Long term group and individual projects are being designed which push students beyond simple paper and pencil calculations. Students are learning to conceptualize graphically, numerically and symbolically; in addition, students are learning to read good mathematics textbooks, are learning some fundamentals by using pencil and paper, and are being helped along the way with short lectures and demonstrations.