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In this dissertation study the researcher modeled NCTM-standards-based teaching while using different instructional materials in two sections of a college mathematics content course for preservice elementary teachers. One section (n = 29) used a typical college text while the other (n = 30) used innovative middle-school materials. After one semester, participants in both class sections showed significant gains in their mathematics content knowledge, the level of their standards-based beliefs about mathematics, and their attitudes toward mathematics. Mathematics-content gains were greater in the college-text group. Interviews were also conducted. Results suggest that both college texts and innovative middle-school materials can serve as vehicles for positive change among preservice elementary teachers.