An inservice teacher education course was designed to address the problems of content-area teachers in teaching limited-English-proficient (LEP) students. Goals were for content-area teachers: (1) to gain sensitivity to and understanding of the special needs of this population; (2) to become aware of the cultural and linguistic diversity and contributions of various cultures; (3) to acquire knowledge and techniques for successfully integrating LEP students into classes; and (4) to work closely with LEP students' parents. The 10-session course was developed for a large suburban school district with a growing and diverse LEP population. The course was designed to provide teachers with current research on language acquisition, cultural considerations, learning styles, questioning techniques, successful strategies and methods, and effective student interaction for use with LEP students. Goals and objectives of the practicum were met. Analysis revealed a major improvement in the mainstreaming of LEP students whose teachers had participated in the course. (MSE)