This paper provides a discussion of some of the dilemmas that face teachers of English as a Second Language (ESL). The author suggests that end-of-course assessments of ESL students should include a measure of growth, gain, or value-added, as well as measures of students' mastery of the English standards or English course criteria. Research has indicated that students' rate of attainment of English is not independent of their first language, and therefore students from some language backgrounds may require more time to achieve English language proficiency than students from other language backgrounds. Measures of growth, gain, or value-added provide a means to show progress toward attainment of the standards or criteria. The author suggests that if ESL students performing below grade level are not provided with some indicators of progress, they may become discouraged and drop out of school. The author provides a brief discussion of issues related to testing and assessment of ESL students, requirements of No Child Left Behind (NCLB), and adequate yearly progress (YAP). The paper provides examples drawn from Tennessee's Value-Added model. (Contains 4 tables.)