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report presents findings of a three-year study to examine how preservice teachers develop an awareness of the needs of academically diverse learners, including gifted students, and implement and/or modify instruction to meet those needs. Preservice teachers were assigned to one of two treatment groups: either participation in an interactive full-day workshop on differentiation (n=22) or participation in the workshop and work with a curriculum coach during student teaching (n=23). Both groups and a comparison group who received neither treatment were followed through their first year assignments as regular class teachers. Qualitative analysis revealed several themes: (1) preservice teachers used ambiguous criteria for identifying student differences and needs; (2) preservice teachers expressed limited knowledge concerning differentiating instruction and demonstrated limited strategies for differentiation; (3) preservice teachers were influenced by factors, such as the structure of the school curriculum, which complicated and discouraged understanding an