Drawing on my work in the US and India on HIV intervention and school education (please see http://t8web.lanl.gov/people/rajan/AIDS-india/). I will analyse the state of the education system in India. The focus will be on key issues in school, college and university education, and I will discuss the current inadequacies and strengths. I will then highlight the need for providing the combination of health care, nutrition and education to the 300-500 million poor in India for whom the present system is not working, and present my plans for educating them using computers and modern communication systems. I will touch on the issues of migration and brain drain and tie this discussion with the overall global threats to human security. Finally, some examples of the project 'students as agent of change' will be presented.