A project to develop instructional materials for English-as-a-Second-Language (ESL) instruction is described. It consisted of development and testing of materials on the correct use of American idioms to limited-English-speakers. Twenty-five idioms were selected for use as the basis of the script for an instructional videotape. The idioms were then incorporated into exercises, which were then compiled in handbooks for students and teachers (not included here). The videotape (not included here) features dramatized situations in which the idiom is used correctly, then dramatized interpretation of what the idiom seems to mean, and an explanation of what the idiom really means. A version of the videotape was also produced for the hearing-impaired. The current report describes the process of developing the materials and pilot-testing them with literacy students in several locations. Although there was not sufficient time to post-test students using the materials, it was found that they were well received by both students and literacy providers. A source address for the materials is provided. (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)