The Nested Spiral Approach (NSA) is an integrated instructional approach used to promote the motivated learning of mathematics problem solving in limited-English-proficient (LEP) students. The NSA is described and a trial use is discussed. The approach extends, elaborates, and supplements existing education and instruction theories to help LEP students by paying special attention to student needs and incorporating strengths stemming from their cultural heritage into teaching practices. NSA activates and uses interactive characteristics in four aspects of learning through: balanced emphasis on native language and English; three teaching cycles in each lesson; five steps in each cycle; and the application of six guiding principles. The principles include the following: (1) connection, emphasizing interaction between student and teacher, between teaching and learning, and among mathematical topics; (2) continuity of learning activities; (3) comparison for sharpening contrast and making analogies between cultures, languages, and mathematics topics; (4) complementation, which acknowledges and uses the interdependence between content and language; (5) flexibility in learning context; and (6) versatility through exposure to various learning activities. Trial of this approach with a class of bilingual Chinese eighth-graders showed encouraging results. All students made significant progress in both mathematics and language learning. (Author/MSE)