This report describes a program for improving the reading skills of English-as-a-Second-Language (ESL) students. The targeted population consists of 19 ESL students, ranging in age from 7-10 years, in a western suburb of a large metropolitan city in Illinois. The problem of poor reading ability was documented through low reading scores on the STAR Computer Adaptive Reading Test and through minimal classroom participation documented in a classroom participation checklist. Analysis of probable cause revealed that several factors impeded students' reading progress. Nonexistent, or inconsistent, education in native language; limited life experiences; lack of prior knowledge; and poor vocabulary all contributed to the slow acquisition of reading skills. These factors produced low self-confidence in students. A review of solution strategies, combined with an analysis of the problem setting, resulted in the selection of an intensive vocabulary-building program. This vocabulary-building program included the use of small group vocabulary instruction, computerized vocabulary programs, vocabulary software, vocabulary based games, and mini vocabulary dictionaries. Post-intervention data indicated an increase in the students' reading ability and an increase in classroom participation. (Contains 40 references and 7 tables.) (Author/SM)