This report presents the findings of two phases of a study of Asian limited-English speaking middle school and high school students' experiences in sheltered classes as compared with mainstream classes in the School District of Philadelphia (Pennsylvania). The study involved focus group interviews conducted with 114 English as a Second Language (ESOL) Level 4 Asian students at the secondary school level, classroom observations and interviews conducted with 10 high school content area teachers who taught both mainstream and sheltered classes in the same subject, and case studies of 59 Asian Limited English Proficient (LEP) students who attended these sheltered classes. The findings from the student focus groups indicated that at least 66 percent of the high school students and 90 percent of the middle school students felt they were learning content area subjects adequately in mainstream classes. Most of these students expressed a preference for classes with regular students and a desire to have taken regular classes when they were in ESOL Level 3. The findings from the teacher study revealed that sheltered class students received essentially the same curriculum as did their mainstream counterparts regardless of subject, and that most teachers in the sample modified their teaching to accommodate the needs of LEP students. However, few of these teachers used visual aids, props, or audiovisual equipment; and even fewer engaged the students in hands-on activities or cooperative learning. Recommendations from the study point to the need for more intensive work with both sheltered and mainstream content area teachers in the use of techniques that are critically needed for LEP students, and are also appropriate for mainstream students. (JB)