The Cognitive Project at Passaic County College (New Jersey) was designed to develop a curriculum that would give educationally underprepared, nontraditional students an opportunity to actively experience ways of acquiring, solidifying, and using knowledge while acquiring the basic skills necessary for college work. Student explorations were designed to develop the following 12 competencies: inferential reasoning, changing frames of reference, generating possibilities, hypothetical reasoning, problem solving, decision making, understanding and making coherent arguments, metaphoric reasoning, classifying, seriating, understanding complex relationships, and reflection upon internal processes. They included student-centered activities that allowed students to make the connections between the basic skills and the cognitive processes that underlie them. For example, activities related to the nature of verbs, the nature of the sentence, and subject/verb agreement allowed students to (1) generate and test hypotheses regarding standard English usage, (2) experience "disequilibrium" when their old notions did not match reality, (3) classify grammatical categories according to student-determined criteria, and (4) analyze processes rather than memorizing grammatical products. A comparison of students taught by the project method and students taught according to syllabus objectives showed that more project students later enrolled into college level programs. (HOD)