Guided reading is an important component of a comprehensive literacy program. Using this approach to reading instruction is beneficial to all students, including English-language learners (ELLs). While guided reading is generally used in the early elementary grades, this approach is recommended for ELLs of all ages when appropriate methods and materials are used. Teachers can modify guided reading to better meet the literacy "and" second language (L2) learning needs of ELLs. Building on previous work in the area of guided reading and L2 reading instruction, this article describes guided-reading modifications for ELLs, integrating reading, writing, listening, and speaking to build the four language skills. A lesson-planning guide and examples are provided for teachers who are facing the challenge of providing language and literacy instruction to students learning to read in their L2. (Contains 4 figures and 3 tables.)