Recently, the Louisiana Department of Education instituted a statewide standards-based testing system for promoting students. Beginning Spring 2000, all 8th graders must pass the LEAP exams to enter high school. In its 1999 pilot testing, at least 70% of 8th graders in Orleans Parish schools and 40% statewide failed. Although not known yet, if history repeats itself Louisiana schools will experience an unprecedented crisis as retained 8th graders will crowd already overcrowded classrooms and place additional strain on meager resources. AlphaBeta proposes to develop a smart learning software capable of diagnosing specific deficiencies in the students' critical thinking process. The software will use a "guided" coaxing mechanism to improve students' analytical reasoning skills. We will produce software that will drill students on basic math concepts, diagnose student deficiencies, tailor an instructional module to address the deficiencies, and monitor student's progress. The instructional module or "virtual tutor" will correct deficiencies by guiding the student to step processes leading to a correct mathematical approach. The objectives of this Phase I program are: (1) to conduct a proof-of-concept investigation to validate our model; and (2) to gather data on middle school at-risk students to show that critical thinking skills can be improved through this virtual tutor. Summary of Anticipated Results and Implications: An intelligent "virtual tutor" will benefit many at-risk students, particularly those in inner city schools where large numbers of students do not have access to tutors. We will make available for free the beta version of an AlphaBeta Math Learning software to interested schools. We will work with the LA Board on Elementary and Secondary Education to advertise the availability of the software in the State. After an extensive software evaluation, we will commercially produce and distribute nationwide. We also expect to produce equivalent software that will address critical thinking skill deficiencies in younger students (e.g., 4th graders).