Title VII Special Alternatives was an Elementary and Secondary Education Act Title VII-funded project in its fourth year of operation in 1994-94. The project served 151 middle school students of limited English proficiency in four schools in Brooklyn (New York). More than 10 native languages were represented. Participating students received instruction in English as a Second Language (ESL) and the content areas of social studies, science, mathematics, and literature. The project also provided career education using an ESL approach. The project included a broad range of staff and curriculum development activities as well as workshops, general education diploma programs, and ESL classes for parents of participating students. The project met its objectives for staff development, curriculum development, and parental involvement, but did not meet its ESL objective. It is recommended that the reasons for the lack of growth in English language skills be assessed and that intensive peer tutoring and assistance be offered. Five tables present evaluation findings. An appendix lists instructional materials. (Author/SLD)