A study examined four exemplary elementary schools that have successfully implemented language development programs for limited-English-proficient (LEP) students as part of a school-wide restructuring effort. The schools are: Del Norte Heights Elementary (El Paso, Texas); Hollibrook Elementary (Houston, Texas); Linda Vista Elementary (San Diego, California); and Inter-American School (Chicago, Illinois). All have non-traditional school organizations, a well-developed language acquisition program for LEP students, and a high-quality language arts curricula. The analysis presented here synthesizes data from telephone and on-site interviews with teachers, principals, and district staff, focus groups with students and parents, and classroom observation. Shared elements of the programs include: school reorganization to support improved teaching and learning for all students, including LEP students; adaptation in response to LEP student needs; access to challenging content for LEP students; engagement of LEP students with English-speaking peers; innovative curricular strategies, including whole language, literature-based curriculum, and thematic, integrated curriculum; and innovative instructional strategies, including cooperative learning, active learning, and experiential. Contains 11 references. (MSE)