This curriculum is an extensive revision and expansion of a previous competency-based survival English-as-a-Second-Language (ESL) curriculum designed to bring ESL learners to a level of proficiency that would enable them to adapt to most everyday situations, even if not specifically trained for each situation. This curriculum maintains a competency-based approach, integrating it into a functional-context framework based on learner input and comprising a whole language view of language and literacy development. It consists of 8 levels of instruction along a continuum from basic literacy to preparation for vocational and/or academic training. It can be used as a stand alone system of instruction or can link basic ESL offerings to vocational programs and community college level ESL. Each level consists of an entry description across the four language skills (speaking, listening, reading, and writing), 9-12 instructional units each organized in a matrix consisting of objectives, language functions, resources, and ideas for integrating the language skills. Comprehensive information is provided on the organization and use of the curriculum, including how to do course planning, unit planning and lesson planning and how to integrate and document learner evaluation. An extensive appendix includes indices of objectives, functions, and grammatical structures, suggestions for teaching grammar and integrating cross-cultural information, sample lesson plans, tools for evaluating learner progress, and bibliographies of professional materials and classroom materials. (CVD)