This book reports on how the Community College of Denver (CCD) (Colorado) improved the success of its students under difficult conditions. CCD is an urban community college with inadequate resources that serves diverse and at-risk students. Demographic factors are discussed, such as the fact that Denver's population decreased 5% between 1980 and 1990, while people of color rose from 33% to 39% and families with children tended to move to the suburbs or send their children to private schools. One-third of all Colorado's welfare recipients reside in Denver. The population has lower levels of education and lower salaries, and there are more people working in blue-collar and service jobs than there were a decade ago. In addition, CCD's tuition rate is the fourth highest in the country, well above the national average for community colleges. All of these factors create barriers for the residents of Denver who would seek to continue their education beyond high school. However, in the last decade, CCD has taken steps to coalesce its curricula, create a more organized context for learning, and involve all its constituents in improving the learning enterprise. Among CCD's recommendations to other community colleges are: (1) hire the best faculty and support their work; (2) create a centralized model for developmental education; (3) integrate technology into service and instructional plans; and (4) seek outside funding to support college initiatives that help improve retention and achievement. (Contains five figures, eight tables, and 74 references.) (NB)