Hyperion is currently developing a family of economical, thermo-oxidatively stable and chemically inert polyphenylene resins. These resins are readily processable and cure at moderate temperatures without the evolution of volatiles. Preliminary indications, based on our own work, and literature data on related polymers, suggest that polyphenylenes will require toughening, especially at low temperatures in order to qualify as high-performance structural polymers. This proposal contemplates a range of strategies for toughening hyperion's polyphenylenes by the inclusion of rubbery domains. Evaluation will be via simple tensile property testing