A study examined difficulties encountered in producing multiple versions of English-as-a-Second-Language (ESL) exams administered during a 3-week period to students in the United Arab Emirates University Distance Learning Program for English. The challenges faced in production of the exams included: how to equalize and maintain test item and text reliability for up to seven exam versions; how to modify yet retain validity in multiple test versions created from a limited base of course objectives; how to vary test items and text subject matter while safeguarding reliability and security; and how to produce culturally sensitive but interesting and applicable test materials for Gulf Arab students. A comparative-descriptive statistical analysis of exam success and failure rates for three levels of English during the fall 1996 testing periods (n=312 exams) is also reported. (Contains 16 references.) (MSE)