GROWING COLLEGE ENROLLMENTS HAVE BEEN ACCOMPANIED BY SIMILAR INCREASES IN DEMAND FOR GENERAL CHEMISTRY, WITH RESULTANT PROBLEMS OF MAINTAINING QUALITY OF INSTRUCTION. THIS PAPER IS A DISCUSSION OF SOME WAYS OF MEETING THE PROBLEMS OF NUMBERS. MULTISECTION COURSES MAY BE ORGANIZED AROUND COMMON GENERAL OBJECTIVES OR AROUND COMMON CONTENT. AN ALTERNATIVE APPROACH IS THE USE OF VERY LARGE LECTURE GROUPS. LABORATORY INSTRUCTION WITH LARGE NUMBERS OF STUDENTS REQUIRES IMPROVED STOCK CONTROL AND HANDLING OF SUPPLIES. SCRUPULOUS ATTENTION MUST BE GIVEN TO SAFETY PRACTICES. INSTRUMENTATION IN MAJOR AND HONORS CLASSES SHOULD VARY FROM THAT IN THE GENERAL CLASSES. LABORATORY ASSISTANTS MUST BE WELL TRAINED AND SUPERVISED. IMPROVED TECHNIQUES MUST BE DEVELOPED FOR DEALING WITH WRITTEN WORK AND STUDENT EVALUATION. TEACHING MAY BE IMPROVED BY USE OF INCREASINGLY EFFECTIVE INSTRUCTIONAL AIDS. (AL)