Outlined is a mathematics project funded by the U.S. Office of Education for students in grades 9-12 who are in the 25th to 55th percentile range of mathematics ability. Presented are the philosophy of the project, the objectives, special features of the project materials, major mathematics covered and the materials developed to teach these topics, general student reaction, results of 1969-70 field testing, and the address of the project director. The mathematics in the project is spirally presented, students learn by active participation a substantial amount of mathematics, and the results of the field testing are promising. This work was prepared under an ESEA Title III contract. (Author/CT)