The Bush Foundation Program at the University of South Dakota supports faculty development activities which have as their goal the improvement of undergraduate learning. The program is designed to address the university's special concerns with respect to faculty development including the diversity of its mission, its small size, and the remote location of its campus. Any faculty member of the university directly involved in undergraduate teaching is eligible to participate by presenting a proposal for faculty development in one of four categories: educational experiences, research activities, curriculum improvement activities, and symposia. The program provides mini-grants to individual faculty members, symposia featuring visiting scholars, and release time for curricular revisions. A description is offered of the university's three year collaboration with the Bush Foundation, and examples are given of the types of activities with which faculty members have been involved. The paper also describes steps in preparing the original proposal, administration and operation of the program, and evaluation procedures and results. (CB)