The fundamental principle at the center of curricular innovations in Mathematics at the University of Vermont (UVM) is the conviction that the apparent separation of mathematics instruction from the problems mathematics is used to solve, and from the tools used to solve them, is artificial and must be removed. The different components of mathematics education -- traditional lectures, wide-ranging computer related activities, project-oriented instruction, and effective writing of mathematics -- must be integrated into a single seamless whole. Based on past UVM faculty experience with particular aspects of this principle, we realize that the success of our innovation efforts requires that careful attention be given to the design of the mathematics classroom. This project will equip a classroom with 13 workstations, and a support room with an additional six workstations, providing high level graphics capability in both rooms. We will implement broad-scale calculus reform and eventually extend these modifications to the full gamut of mathematics offerings. Our implementation accomplishes essentially all of the recommendations of national action plans for education in the mathematical sciences. In addition, the proposed reforms at UVM allow many variations in individual teaching styles. In fact, virtually all of the approaches presented in Priming the Calculus Pump can be carried out within the proposed UVM framework. This is the major point of UVM Proposal: the mathematics classroom of the future must accommodate a diverse spectrum of instructional activities, and be sufficiently flexible to incorporate future improvements and innovations in teaching methodologies. Our design strikes an appropriate balance between the need for hands-on student involvement and the expense of providing state-of-the-art computational facilities for the large number of students taking mathematics classes. The classroom can also be used for traditional lectures and for computer demonstrations, and will be use d by several other departments on campus for interdisciplinary activities. The training received by the large number of students using this facility is expected to percolate throughout all mathematics and science courses at UVM.