NO LIMIT! (New Outcomes: Learning Improvement in Mathematics Integrating Technology) in Washington state was a six-year initiative originally designed to enhance mathematics teaching and learning in the middle grades through integration of technology, alignment of pedagogical practice with NCTM standards, and strong mentorship of teachers. The focus of the NO LIMIT! project was to develop classroom models in which students experienced standards-based instruction, with the goal of improving student achievement in mathematics. This age span was extended in later years to include elementary and high school students, diluting the original clearer focus. The success of the NO LIMIT! project depended upon the negotiation of many elements that continue to command keen interest in the education community. The project combined high stakes professional development and consequent teacher change, successful implementation of national and state standards in mathematics, with appropriate infusion of technology to improve student learning. It originally was a very ambitious project. The NO LIMIT! program was funded in Year One as a federal Technology Literacy Challenge Fund (TLCF) project and in later years through the Enhancing Education Through Technology (EETT) program. In Phase I (years one and two, 2001-2003), more than 200 teachers received technology hardware and software, mentor support, training, and opportunities to collaborate across grade levels. In Phase II (2003-2005), approximately 250 new teachers were involved. Though program funding was reduced (by 28%), approximately 325 teachers were involved in the first year of Phase III (2005-2006); though that number dropped back to 250 teachers in the second year of Phase III (2006-2007) after a further budget cut of 50%. In Phases I and II, this was a relatively modest program, with each teacher receiving approximately $10,000 for equipment and software purchases over a two-year period. A crucial component was the mentorship provided (the equivalent of $10,000 per teacher per year in Phases I and II). In Phases I and II, each Educational Service District (ESD) maintained technology and mathematics specialists (MISs), who spent approximately 80% of their time in the classroom with teachers and students. In Phase III, program funding was drastically reduced, resulting in the elimination of many MIS positions in the ESDs, and in a severe reduction in technology purchases ($1500 per teacher in Year 5, and no funding for technology whatsoever in Year 6). The following five appendixes are included: (1) Bibliography; (2) Sample Teacher Log (including NLC [Networked Learning Community] section at end); (3) Year Five RFP for School Districts; (4) Year Five Teacher Participants; and (5) Year Six Teacher Participants. (Contains 2 tables and 1 figure.) [This report was written with Oddmund Myhre and prepared for the Office of the Superintendent of Public Instruction, Olympia, Washington.]