This document builds on the foundation laid by the 1985 edition of the "Mathematics Framework for California Public Schools" to describe the structure and organization of instructional programs that address the goal of developing mathematical power for all students. An introduction discusses the nature of the proposed reform and the changes that teachers and students will need to make during the process. Chapter 1 focuses on the development of "mathematical power" and dimensions of mathematical power, underpinnings necessary for students to attain mathematical power, and expectations for students' work. Chapter 2 focuses on the development of "mathematical power" from the perspective of the classroom. Ten characteristics of an empowering mathematics program include: the diversity of students; choice of worthwhile tasks; the role of the teacher; the role of computation procedures in the program; manipulatives and technology; how students are grouped; assessing students' mathematical power; and the development of a positive disposition toward mathematics. Chapter 3 is concerned with the overall structure and content of the mathematics program, and discusses two different ways to look at mathematical content, units of instruction, and their relation to the content, and the selection of units that make up a year's work. Chapter 4 describes the mathematical content for kindergarten through grade 8. Chapter 5 describes the specific mathematical content and course structure for grades 9 through 12. Five appendices include instructional materials criteria for kindergarten through grade 8, sample experiences for kindergarten through grade 5, lists of traditional, alternative, and desired practices related to classroom instruction in mathematics, a 1986 letter from the Mathematics Association of America and the National Council of Teachers of Mathematics (NCTM) to teachers concerning the teaching of calculus in secondary school, and summaries of changes in content and emphasis taken from the NCTM "Standards." (Contains 32 references.) (MDH)