A program of English instruction to speakers of other languages (ESOL) designed specifically for students with disabilities is described. The program is based on the Ulpan philosophy, developed in Israel to teach Hebrew culture to immigrants. It is operated by a private organization serving individuals with disabilities, in two Philadelphia (Pennsylvania) public schools, a large high school and an elementary/middle school for the visually impaired. Participating students are 5-19 years old, from diverse ethnic backgrounds, and with diverse literacy levels and disabilities, physical, mental, and emotional. English language material is presented in 9 units, each with a theme that is addressed continuously for about a month. Grammar is not taught overtly but within the context of language functions being learned. Instruction is individualized, and self-confidence is a central aim. The grading system reflects the expectation that each individual's contribution is valuable, regardless of proficiency level. Focus is on daily living situations and real communication needs. Field trips are taken after classroom preparation. The program's teachers also act as advocates for their students in both academic and nonacademic realms. Participating students' achievement rates have been high and their willingness to communicate in English has increased. A curriculum outline is appended. (MSE)