The Academic Programs for Gifted with Excellence and Equity (APOGEE) serves over 3,000 students in 30 schools in eight school districts. The program was designed to address equity in identification of gifted and talented. The top 25% of students in various categories, such as disadvantaged, minorities, underachievers, limited English speakers, and students with disabilities, are identified and placed in these APOGEE classes. The teachers receive a 45-hour graduate course to train them in implementing a talent development program based on a student-centered curriculum in which choices. group work, projects, and self-regulation are encouraged. Preliminary results indicate significant differences on a pre-post administration of the Cornell Critical Thinking Test and on the Coopersmith Self-Esteem Inventory. The subgroups of the student population are proportionately represented in the program classes.