Program/Project Purpose: In an effort to reduce maternal and infant mortality, Tanzania aims to increase access to skilled nursing and midwifery care. Evidence suggests strengthening clinical mentorship and supportive supervision of novice nurse-midwives will facilitate retention of them. The purpose of this poster is to discuss the development, implementation, and ongoing evaluation of a week long train-the-trainer program designed to improve the teaching, clinical supervision and mentoring capacities of nurses-midwives at two rural hospitals in Tanzania over a one year period. Structure/Method/Design: An in-country needs assessment was conducted to ascertain the concerns of funders, health care providers, and hospital management at each site prior to programimplementation. After the needs assessment, two expert clinicians (one master nurse educator, one midwife) were sent to design and implement a week long clinical mentoring program for expert Tanzanian midwives. Clinical case studies served as the curriculum framework to discuss how mentorship and clinical teaching could be integrated into an overburdened environment to enhance professionalism and support best practice. The nurse midwives for the training were selected by hospital management to participate. Outcomes & Evaluation: To date, nine midwives have received the week long training. Initial program evaluation has been positive with participant comments on new knowledge acquired in mentoring, clinical case management, and newborn resuscitation. A second training is scheduled for a second rural hospital with follow-up and monitoring of the first site in January 2015. Three themes have emerged from program implementation: curriculum development in low resources settings requires a rapid assessment of the clinical and practical needs of the participants; flexibility and creativity in teaching methods are essential to engage students; and finally, access to students prior to program implementation may facilitate a more tailored approach and lead to greater participant engagement. Going Forward: Health workers' ability to educate future generations of Tanzanian health care providers must be enhanced and sustained to maximize gains for the women they serve. The shortage of human resources threatens the effectiveness and sustainability of efforts to build capacity among staff. Offering curriculum development and implementation support- through university partnerships - may offer a key strategy to filling a need to support nurses and midwives who work under resource-strained conditions.