The rapid increase in the number of limited-English- proficient (LEP) students in U.S. schools is due not only to immigration, but also to the inability of LEP students in existing bilingual and English-as-a-Second-Language programs to meet the criteria for entering the mainstream classroom. In the Dallas public schools, nearly half of all LEP students have been in such programs more than 7 years, due to an average annual exit rate of under 10%. The majority of these students were born in the United States. Data also indicate that staying in the LEP program does not help improve academic scores. This study concludes that the new policy of raising requirements for high school graduation and aligning ESL courses to English courses to encourage districts to integrate the ESL program with the mainstream education program is the most effective means for mainstreaming LEP students. There are four reasons for this including the following: (1) It is more directly linked to instruction and course offerings and therefore has a direct impact on teaching; (2) By breaking barriers between the LEP program and the rest of the school, it improves the educational opportunities for LEP students; (3) It increases opportunities by breaking the tracking system; and (4) Integrating LEP makes the education of LEP students a whole school issue. Seven implementation challenges and suggestions to overcome them are provided. (KFT)