9352845 Marlin An experience-based, application-driven, two-year calculus sequence involving 50 faculty members, 50 graduate teaching assistants, and over 4,000 undergraduate mathematics, science and engineering majors each semester is being developed.The three year plan includes to revitalizing undergraduate calculus curricula and instructional techniques through curriculum enhancement, experiential computer laboratories, and intensive faculty development. The aim of the plan is to empower any capable and willing undergraduate student to succeed in calculus and differential equations, and to encourage advanced study in applied mathematics. A team-based approach to curriculum and assessment development, involving faculty from client disciplines, is focusing on applications of mathematics and the use of technology to illustrate the central importance of calculus in engineering and science. The project demonstrates innovative adaptations of small- scale models previously developed by others, in addition to a new set of curriculum enhancements emphasizing applications in other disciplines, which may be adopted or further adapted at institutions of any size.