The rationale for and design of an English-as-a-Second-Language (ESL) course that integrates language instruction and cultural awareness of English-speaking communities are explained. It is argued that this approach offers the best opportunity for achieving a genuinely communicative approach to school-based language learning. In the first section, it is suggested that meaningful language use can be sustained in the classroom only if a coherent syllabus of knowledge is studied through the target language, and that the most appropriate subject for such study is one where the target language offers students learning opportunities not available through the first language, a requirement met by comparative cultural studies. In the second section, some of the issues involved in designing such a program are discussed. The third section outlines an integrated syllabus for the junior cycle of secondary school, and the fourth section focuses on implementation. In this section, sample units and lessons are described. A brief bibliography is included. Contains 22 references. (MSE)