A study investigated the effectiveness of enrichment activities in developing the language proficiency, comprehension, and critical thinking skills of limited-English-proficient (LEP) children. Subjects were 19 LEP students (out of an original group of 21) in kindergarten through grade 5, who participated in enrichment activities including cooking, field trips, arts, computer activities, and cooperative group projects, all related to fish and pond life. Subjects participated in 30-minute sessions held twice a week over a period of 10 weeks. At the end of the treatment period, posttest scores in oral English proficiency and critical thinking skills were compared with pretest scores. The great majority of the subjects gained at least a 25% raw score increase in verbal language and a 25% increase in class participation as determined by teacher observation. All felt increased self-esteem and all increased critical thinking skills, using the Ideal Oral Language Proficiency Test and the Woodcock Johnson test for measuring critical thinking skills. It is concluded that such enrichment activities, when coupled with strategies to develop thinking skills, increase LEP student use of English. A 17-item bibliography is included. The LEP student survey form used to elicit information from teachers, student self-evaluation sheet, weekly teacher-researcher conference sheet, and parent permission form are appended. (MSE)