This Small Business Innovation Research Phase II project objective is to complete the development and scale-up study of selected epoxy and cement composites. Phase II plans include (1) developing and up-scaling the phosphonylation of UHMW-PE and PP fibers; (2) developing and up-scaling UHMW-PE epoxy composites and cement composites based on UHMW-PE or PP fibers; (3) identifying and collaborating with a manufacturing partner in constructing pilot-scale surface activation facilities; (4) preparing and evaluating prototypes of sought products; and (5) preparing composite pilot plant full manufacturing plans at the conclusion of market analysis. Phase III activities will include pilot plant construction/production and field evaluation of composite systems. This project represents a continuation of two of the three segments completed in Phase I. The latter was intended to and did determine the feasibility of using surface activated ultrahigh molecular weight polyethylene (UHMW-PE) fibers for reinforcing epoxy and acrylic resins and cement at very low loadings for improved tensile strength ad impact toughness. Phase I results show that not only chemically activated UHMW-PE but also polypropylene (PP) fibers can improve the sought properties of epoxy resin and cement and, to a lesser extent, an acrylic resin at fiber loadings of about 0.3 to 2.5% by volume. This, and the regulatory issues associated with acrylic composites for use as bone cement led to the focusing of Phase II study on epoxy and cement composites. The subject composite technology is expected to lead to the creation of a new generation of high strength, impact-resistant cement composites with 1% or less (by volume) fiber loading and epoxy composites with 5-30% fiber contents. Potential application of these systems include their use as (I) epoxy, composites for armor plates, and appliances; and (2) cement composites for bridge rehabilitation, cement boards, and drainage conduits.