This paper discusses how to create appropriate and well-planned learning activities for lower level, mostly adult, English-as-a-Second-Language students. The paper offers a step-by-step narrative on preparing a class to go to the computer lab, introducing them to and explaining the uses of basic computer components, and then leading them in a variety of very simple but pedagogically useful exercises. The point is made that many, if not most or even all, of these students cannot afford a computer at home, so that this may in and of itself be a useful exercise in acquainting them with this increasingly pervasive technology. Learning English is, of course, the top priority, but understanding and learning about the multiple uses of a computer is a close second. (Adjunct ERIC Clearinghouse for ESL Literacy Education) (KFT)