Design and implementation of a program to improve education for a culturally diverse middle school population in an economically disadvantaged area are described. The program involved cooperation of the University of Colorado-BUENO Center for Multicultural Education and a nearby school district. In the two participating middle schools, students ranked low in the state in academic achievement and were at high risk for dropping out of school. The federally-funded program was designed to increase student achievement and self-esteem through teacher and paraprofessional development courses, affective education, funding for Spanish and English literacy instructional materials, support for mentoring, and a 2-week study program in Mexico for teachers. The report first provides background information about new national educational goals, principles for work with limited-English-proficient students, approaches to systemic reform, changing demographics and resulting needs, and educational research and theory on achievement. It then describes the program, including school-level needs, nature of school/university collaboration, resources and needs assessment, objectives, project model, key program elements (affective, bilingual, and multicultural coursework for teachers, book fairs and workshops, mentoring program, school tutorial and enrichment programs, study in Mexico, affective education curriculum), and lessons learned. The program is not formally evaluated here. Contains 42 references. (MSE)