MIDDLE MATH is a project to improve the undergraduate mathematics preparation of middle grades teachers. The project is focusing on the development of an algebra/number class, and a precalculus course that forms a bridge from the algebra class to the later calculus sequence. The curriculum development will be based on experience and seminal recommendations by the NCTM, MAA, and mathematics education researchers. The model for course development is grounded in a dynamic cycle of research on the materials and their affect on student learning. The project team includes mathematicians and mathematics educators. The projects benefits from the strong institutional commitment to improve the quality of teacher preparation , and a research video laboratory that facilitates study of teaching and learning with new course materials and methods of instruction.