A 3-year study followed the progress of eight native Spanish-speaking elementary school students, aged 9-11, learning English as a Second Language (ESL). The subjects were chosen because they were considered successful in school. Research focused on the processes through which Latino students in grades 4-6 learn, accept, support, and at times resist their work in classrooms and come to help reproduce the pattern of school success and failure represented by statistics. Particular attention was paid to describing and understanding the school's literacy program in both English and Spanish. Data were gathered through classroom observation and in interviews and conversations with teachers, parents, staff, and students. After a review of relevant literature, classroom procedures are described and results are summarized in these areas: English reading; English language arts and writing; and Spanish reading. By the end of the study, two of the eight students were no longer considered to be succeeding. It is concluded that the remaining six were successful despite an educational program that did not meet their needs and was not consistent or coherent. Inservice training was met with indifference or strong resistance by most teachers, and administration was not supportive of reform. A 12-page bibliography is included. (MSE)