This is the first of a two-course sequence designed for prospective elementary school teachers. The course presentation is informed by the National Council of Teachers of Mathematics (NCTM) Process Standards, emphasizing problem solving, communication, reasoning and proof, representation, and mathematical connections. Students will explore mathematical concepts and theories underlying the topics which include: set theory; the history of numeration and different number systems, including other base numeration systems; operations on whole numbers, integers, rational numbers, and irrational numbers; and elementary number theory. This course carries SUNY General Education Mathematics (and Quantitative Reasoning) credit.