This report describes a project which analyzed science and social studies textbooks to determine how well they accommodate the learning needs of mainstreamed hard-to-teach students. A textbook analysis tool was developed, and eight teacher-reviewers examined the instructional design of teachers' and students' editions of 12 leading elementary and secondary science and social studies textbook programs. Forty additional teachers were then asked to verify the reviewers' findings. Recommendations for publishers are organized within the three phases of the learning cycle: getting students ready to learn, engaging students in the learning activity, and having students demonstrate competence and extend knowledge. For each of the three phases of instruction, the report summarizes the findings of the textbook analysis by content area and grade level. The primary finding of the analysis was that textbooks failed to incorporate effective methods of instruction, particularly at the secondary level. Publishers are urged to build in activities that set the stage for reading, make students active participants in learning, teach students how to use reading and self-monitoring strategies, and provide numerous opportunities to demonstrate mastery in a variety of ways. The report concludes with appended sample activities for teachers to make better use of existing textbooks, as well as a list of the 12 textbooks analyzed and lists of references and readings. (JDD)