Project BEAM-UP offers English as a second language (ESL), native language arts, and bilingual content-area instruction to students of limited English proficiency (LEP) in grades 9 through 12 at Sarah J. Hale High School in Brooklyn, New York. The student participants speak Spanish or Haitian Creole. The goal of the program is to help these students improve their English skills so that they can participate in mainstream courses. This report describes the project and assesses the achievement gains of the 251 students served during the third program year, 1985-86. The major findings are the following: (1) students surpassed the monthly mastery objectives of the criterion tests; (2) students showed statistically significant gains in English reading achievement; (3) a 70% passing rate in native language arts was achieved by Haitian Creole-speaking students; (4) the passing rates for program students were higher than those of mainstream students in math and science; (5) 71% of the students enrolled in business/vocational courses achieved the 65% passing criterion; and (6) the attendance rate of program students was significantly higher than the schoolwide rate. The program could be improved by lowering the class size and by reconstructing the classroom walls to lower the noise level. Five tables of statistics are included in the report. (VM)