This paper reports partial outcomes from a three-year project that provided professional learning opportunities in mathematics for middle school teachers in rural schools in Tasmania. The educational environment for the study was one of significant system transition. Student change is reported here and was measured with survey instruments reflecting the basic elements of numeracy considered essential to students' development of critical quantitative thinking and preparation for study of further mathematics. Student improvement was significant across grades in the project. (Contains 3 tables and 3 figures.) [For the complete proceedings, "Shaping the Future of Mathematics Education. Proceedings of the Annual Conference of the Mathematics Education Research Group of Australasia (33rd, Freemantle, Western Australia, Australia, July 3-7, 2010)," see ED520764.]