A discussion of spelling instruction for learners of English as a second language (ESL) looks at writing systems, the literature of ESL instruction, and the literature of English language arts in general. It begins with a typology of writing systems, examining how they represent both grammatical and phonological features. The nature of English orthography is then explored, focusing on its evolution, the influence of morphology on it, and its regular and irregular features. Literature on the pedagogy of spelling is then reviewed, drawing from that of the language arts in general and of ESL instruction in particular. A number of recommendations for classroom spelling instruction are presented, including those concerning the role of reading, exploration of hidden structure in the English writing system, and degree of emphasis on spelling in language instruction. (Contains 25 references, some annotated.) (MSE)