The report of the Memphis component of Project CLUE (Cooperative Leadership for Urban Education) which serves 600 academically gifted children in grades 4, 5, and 6 with a seminar program requiring 2 half day sessions weekly is presented, and the current expansion of the program into the junior high and first grade levels is noted. The centers are reported to be located in 11 area schools and to have as a major objective the provision of highly challenging learning experiences not available in the regular classroom curriculum. Described among program activities are brain teasers, group dynamics, experiences, independent study, logic problems, mini-courses, the study of propaganda, discussions, fieldtrips, and creative activities. Discussed are staff requirements and development, physical facilities, and cost (per pupil expenditure of $216). Continuous evaluation of the program is reported. Also provided is a model of student involvement used in the program which stresses active rather than passive involvement in a process which includes the discussion group, research, production, and evaluation. A chart outlines the process of involvement in terms of teacher preparation, establishment of seminar environment, and increasing student involvement. For related information see EC 060 311. (DB)