This pilot program provides a beginning model for systemically reforming and improving undergraduate content courses, with particular attention to the teaching models they provide for students preparing to be teachers. The courses are being redesinged by Action Based Research Teams (ABRT). There are three ABRTs, each composed of a scientist/mathematician, a science/mathematics educator, a pre-service teacher, and an in-service teacher. Each team is resposible for a specific course. The three courses being redesigned are: a two semester introductory chemistry course (about 2000 students, approximately 20% intend to become teachers); a year long biology course (about 250 students, approximately 80% intend to become elementary school teachers); and a one semester introductory geology course (about 50 students) designed specifically for students preparing to become K-8 teachers. Courses are being restructured to help students better understand the concept of the science while at the same time providing models for activities that can be used for teaching these same concepts to elementary or high school students.