Materials for adult English-as-a-Second-Language (ESL) instruction are presented. They are designed to enable adult ESL learners with limited oral and/or written competence in English to handle most everyday survival, social, family, and job-related situations independently, using oral and written English. Stage 2 materials, presented here, are intended for learners at student performance levels 3 and 4 (of 6 levels). Twelve instructional units cover these topics: getting a job; behavior on the job; making choices about money; driving a car; leisure time; grammatical constructions; clothing and shopping; health needs and services; attending school (all levels); becoming a citizen; and getting used to a new country. Lists of common abbreviations and a U.S. map are included. Components of these materials include the student workbook, an audiotape (not included here), the teacher's edition of the workbook, and the teachers' resource file, which contains reproducible masters for a wide variety of complementary activities, consisting of exercises, problem-solving activities, simulations, and games relevant to the individual unit topics, and generic games and game boards. The materials use authentic language, adult contexts relevant to the lives of learners, their families, and friends, and visual stimuli when appropriate, and emphasize paired and group work. (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)