This Title VII program completed its second year of a 3 year continuation project to provide students with limited English proficiency instruction designed to help them achieve English language proficiency. The program also included a staff development component. Students were in Lau categories A, B, and C (non-English speaking, English as a second language, and bilingual). There were 987 students served from four schools. Asian and Native American language groups were represented, but Spanish was the primary non-English language. The proposal projected that 60% of category A and B would demonstrate English proficiency as measured by a gain of two levels or achievement of level five on the Language Assessment Scales (LAS). Although project students did not reach this objective, over half of the students did gain one level on the LAS. Group means on the Gates-MacGinitie Reading tests reflected anticipated growth in two of the four participating schools. Cooperating teachers received demonstration lessons and were able to identify techniques demonstrated by the resource teachers. Ten tables provide raw data for time on task and results of evaluative tests. (SKW)