This documents presents a practicum designed to improve mathematics achievement of at-risk and targeted students in grades 4-6 in an upper-middle class suburban community through the use of manipulatives. The primary goal was to provide mathematics manipulatives to teachers that would assist in helping at-risk and targeted students. A secondary goal was to offer teachers and parents other strategies to help the identified at-risk and targeted students. An inservice workshop was conducted to familiarize teachers with teacher-made mathematics manipulatives and strategies that would be used during an 8-month implementation period. Monthly memos, peer tutors, computers, bulletin boards, morning math activities, and parent and teacher surveys were also used. There were 5 behavioral objectives to be attained by at least half of the 65 at-risk and targeted students of the study at the end of the 8-month implementation of the practicum: (1) improvement on students' 1990-1991 and 1991-1992 Program of Studies (POS) scores; (2) improvement on their second and fourth quarter report card grades; (3) improvement on data collected from the end of year survey; (4) improvement in use of mathematics manipulatives; and (5) 4 out of 7 teachers would be able to use mathematics manipulatives to effectively help at-risk and targeted students in identified mathematics objectives. Comparisons of the POS scores and students' grades indicated an increase in test scores and letter grades. Parent surveys collected corroborated the success of the students' progress and use of manipulatives. The results from the teacher checklists and survey indicated frequent use of manipulatives and other strategies. Appendices include teacher and parent surveys, a list of teacher-made manipulatives, a teacher questionnaire, a quarterly data collection sheet, a strengths and weaknesses table, and a log of unexpected events. (MDH)