Over the past ten years, there has been a substantial effort (sponsored by the National Science Foundation) to revitalize the undergraduate curriculum in mathematics, science, and engineering. While a lot of attention has been focused on the reform of Calculus and Statistics courses, very little effort has been directed toward the revitalization of Probability courses. At the same time, the importance of Probability in many programs has increased substantially. New technology such as the Texas Instruments TI-83 statistical calculator and sophis- ticated numeric and visualization software packages like Excel and Mathematical now make it possible to present Probability from an experimental perspective and to dispense with archaic processes (like using tables to evaluate normal distribution functions). At the same time, new applications permit the subject to be presented in a more concrete and less theoretical way. Unfortunately, there are few instructional materials available which are suitable for discovery learning and which incorporate technology in an effective way. The goal of this project is to produce a comprehensive textbook/workbook/instructor resource manual/computer lab manual which encourages students to learn Probability by discovery and gives them an appreciation of the wide range of applications of the subject; which enables non-specialist faculty not experienced in collaborative learning and not aware of current applications to become knowledgeable in these areas; and which makes full and effective use of the technology currently available in a way that enables students to learn through visualization and experimentation. The immediate impact of this project on the quality of undergraduate education at the University of Michigan will be significant, since all engineering undergraduates and a large number of undergraduates in the sciences are now required to take probability. The mate- rials developed under this initiative will be disseminated widely using both traditional and electronic means, and will provide a basis for revitalizing Probability courses nationwide.