9455371 Bykerk-Kauffman A college-level Earth Science course, that enrolls both prospective elementary school teachers and prospective secondary school science teachers, is being redesigned. Project goals are: (1) to increase student understanding and appreciation of science in general and the earth sciences in particular; and, (2) to teach a course that serves as a model of good science teaching aligned with the state and federal science education standards. This redesigned course emphasizes constructivist hands-on activities, conducted in small cooperative groups, placing students--not instructors--at the center of attention. It demands depth of understanding of a few important topics, not superficial memorization of many terms and facts. The redesigned course integrates the various sub disciplines within the earth sciences and emphasizes the underlying themes that unite all sciences. The course connects science with students' everyday lives and incorporates the history of science, revealing science as a human, not alien, endeavor. Finally, assessment is as "authentic" as possible, testing what is truly valued, not just what is easy to test. Evaluation of the course before, during and after the implementation of the innovations will test the success of course innovations. Results will be presented at conferences, as published articles, as a published activity manual, and in faculty workshops.