The proposed project draws on the experience and expertise of participants who are currently involved in the NSF-funded UW System Women and Science Program, and seeks to expand the program's objectives and disseminate its successful innovations to the national level. The overarching goal of the program is to promote systemic change in the way that science and science education are regarded and carried out within the UW System and to facilitate that shift nationally. Within this framework, the ultimate goal is to attract and retain qualified female students in science, mathematics, and engineering by improving the quality of undergraduate science education for both women and men through faculty development activities. The proposed project brings together junior and senior faculty from universities around the country, engaging them in collaborative active learning experiences. Using gender-friendly approaches, participants will develop and implement course materials and other products, which can be replicated, that address the content, pedagogy and climate in undergraduate science courses. Four components will be established: 1) an Institute which allows faculty from a variety of institutions of higher education to work with one another in modifying their science curricula; 2) follow-up activities to the Institute which include electronic discussion groups; 3) the development of products, such as course syllabi and lab materials, which integrate the new gender-friendly scholarship into disciplinary and interdisciplinary models; and 4) a national consulting service which will provide expert advice to institutions that are in the process of reassessing the pedagogy, process, and/or content of their science courses. By the third year, the intent is that the programs will be fully self-supporting.