This paper examines the educational situation of minority and poor students within the nation's K-12 and higher educational system. It stresses that poor and minority children are the most underserved in America, that they still attend segregated and under-funded schools, that their drop out rate continues to be high, and that those who do manage to persevere often question the quality of their education. The paper provides data on high school completion rates and college participation rates by race/ethnicity from 1970-1991. It also identifies 15 issues that need to be addressed at the K-12 level (such as school-to-work transition, school safety, and multicultural education), as well as the pre-college and institutionally related factors that influence minority participation in higher education. These include: (1) self doubt and first-generation status, (2) campus climates perceived as racist and/or indifferent to minority concerns; and (3) improving retention rates for minority students. Recommendations for colleges and universities include finding new ways of assessing students; transforming the curriculum; redefining the faculty reward structure; focusing more on recruiting, preparing, and graduating minority teachers; and increasing participation in educational partnerships with schools. The report concludes with a list of state recommendations. (GLR)