It is not enough for students of English as a second language enrolled in English-language elementary school programs to speak English fluently at the conversational level; they must be provided with language and an environment for continuing cognitive development through the application of high-level thinking skills, often without the benefit of good reading skills. The traditional structure of a whole classroom presentation will not meet the needs of ESL students, but must be adjusted to allow for cooperative learning strategies among students. Beginning language learners can be paired with native speakers and may be allowed to substitute nonverbal for verbal responses. Classroom peers can help intermediate language learners by simplifying or clarifying information presented to them. Vocabulary activities requiring active listening and using repetition of new input are most effective. Study skills, crucial to the second language learner who must learn content through a language-dependent medium such as textbooks, can be taught by providing students with the structure needed to organize new information in a learnable framework, such as previewing content and providing outlines containing empty cells for completion during a class presentation. Textbooks and related exercises can be adapted and explicated in a variety of ways to make them more accessible to the language learner. (MSE)