A practicum explored the use of instructional materials based on the whole language approach to second language learning in adult English-as-a-Second-Language (ESL) instruction. The approach was implemented in a beginning ESL classroom at an adult education center that had previously used publisher textbooks, which were not thought to provide adequate English language input. The materials selected for whole language instruction were texts designed for adult basic education and written in whole language. Classroom and homework exercises were also developed for use with a national newspaper. Other media (television, movies, songs, and pictures) were used for additional whole language exposure. Quantity and quality of both written and oral language learning and assignment completion among the 17 students were evaluated. Results indicate that the use of whole-language materials promoted language acquisition at a faster rate than the use of commercial ESL materials. A 19-item bibliography is included. Appendixes include step-by-step procedures for using whole language materials in the ESL classroom, sample student progress charts, and a student interest survey. (Author/MSE)