A Teacher Corps project intended to develop and implement a program of individualized instruction at a local middle school is described. The program is based on the assumption that each student is, in some way, a gifted student. The project adapts educational research in the area of gifted student instruction to a middle-school teacher-student learning situation in which low-income and minority students comprise approximately one-third of the student body. The project also demonstrates the type of teacher training and retraining necessary to meet the problems related to students from low-income families. (Authors/LH)