This brief paper summarizes guidelines for adapting instruction for advanced learners in inclusive, mixed-ability middle school classrooms. A rationale for differentiating instruction is followed by consideration of what differentiation is and is not. Characteristics of a differentiated class are enumerated, including: instruction is concept focused and principle driven, on-going assessment of student readiness and growth are built into the curriculum, and flexible grouping is consistently used. Suggested ways to differentiate instruction are grouped into interest-based adjustments, adjustments based on learning profile, and readiness-based adjustments. These last adjustments involve offering students a range of learning tasks developed along eight continua as follows: (1) concrete to abstract, (2) simple to complex, (3) basic to transformational, (4) fewer facets to multi-facets, (5) smaller leaps to greater leaps, (6) more structured to more open, (7) less independence to greater independence, and (8) slower to quicker. Suggested strategies for managing a differentiated classroom include: use of multiple texts and supplementary materials, interest centers, learning contracts, compacting, and group investigation. Teachers are urged to prepare students and parents for a differentiated classroom, attend to issues of classroom structure and management, and plan with team members and other colleagues interested in differentiation. (DB)