Students fail in school for a variety of reasons. In some cases, their academic difficulties can be directly attributed to deficiencies in the teaching and learning environment. For example, students with limited English may fail because they do not have access to effective bilingual or English as a second language (ESL) instruction. Students from lower socioeconomic backgrounds may have difficulty if instruction presumes middle-class experiences. Other students may have learning difficulties stemming from linguistic or cultural differences. These difficulties may become more serious over time if instruction is not modified to address the students' specific needs. Unless these students receive appropriate intervention, they will continue to struggle, and the gap between their achievement and that of their peers will widen over time. Still other students need specialized instruction because of specific learning disabilities. The over representation of English language learners in special education classes suggests that educators have difficulty distinguishing students who truly have learning disabilities from students who are failing for other reasons, such as limited English. Students learning English are disadvantaged by a scarcity of appropriate assessment instruments and a lack of personnel trained to conduct linguistically and culturally relevant educational assessments (Valdes & Figueroa, 1996). English language learners who need special education services are further disadvantaged by the shortage of special educators who are trained to address their language- and disability-related needs simultaneously.Improving the academic performance of students who from non-English backgrounds requires a focus on the prevention of failure and on early intervention for struggling learners. This digest presents a framework for meeting the needs of these students in general education and suggests ways to operationalize prevention and early intervention to ensure that students meet their academic potential. (Author/VWL)