This paper presents the author's experiences in attempting to adapt to and include the use of technology while teaching reading and language arts skills to students of limited English proficiency and low socio-economic levels. The author used videos for instruction, and prepared traditional lesson plans in language arts and reading. The lessons consisted of previewing questions, soliciting and reviewing vocabulary, grammar skills development, identification and discussion of characters, plot, and possible and alternate endings. Vocabulary, story retelling, and summary charts were prepared with the students, and reviewed on the following day. The students' progress was closely monitored. Because the students had limited literacy ability at the time, the visual images listening features of the videos allowed the students to concentrate on the stories, without the anxiety caused by the inability to decode written material. They participated more in the language and grammar skills development part of the lesson because they were surer of the accuracy of their answers. This paper discusses obstacles, equipment used, outcomes and benefits. The paper concludes with a brief description of some curriculum strategies through which technology can be used for instructional purposes across the subject areas. (AEF)