This paper describes the KELP (Kanda-English Language Proficiency) Project, a project for self-directed English-as-a-Second-Language learning at Kanda University of International Studies (Japan). In the study, students plan and direct their own language learning programs, using individually designed learning contracts. Examples of three kinds of instructional materials from the bank of resources being developed at the university are presented: (1) students' use of a database of instructional materials and a collection of videotape recordings to make informed choices in planning their contracts; (2) use of popular music for language learning; and (3) an individualized, communicative reading program. (MSE)