This paper reports a study that examined the academic language of middle school social studies education, as found in textual and classroom discourse, and the instructional practices effective in guiding students to accomplish academically and socially meaningful tasks. It involved classroom-based research, analysis of textbook discourse, classroom talk, and student work samples. Student language development was also examined. The study also resulted in development of two thematic units for integrating language and social studies objectives with thinking/study skill practice and multicultural perspectives, on protest and the American Revolution, and conflict in world cultures. Textbook discourse analysis included examination of text structure and content and use of vocabulary. Analysis of functional academic language in social studies looked at its semantic and syntactic features, language functions and tasks, and routine classroom discourse and analyzed its specific features. It was also determined that social studies offers many opportunities for higher-order thinking tasks. It was found that both English-as-a-Second-Language and content area teachers used specific bridging strategies to accommodate student language needs. Limitations were identified in existing instructional materials, and explicit socialization into classroom culture was found to be desirable. Implications for instruction are addressed briefly. (MSE)