This intermediate English text is the fifth in a seven-volume series of curriculum materials for the teaching of English as a second language to Asian students and Spanish speakers. It is designed specifically for those students who have already had some English instruction, but who need extensive practice in listening and speaking. The intermediate course is not intended to follow the beginning course consecutively, though it has the same linguistic and pedagogical framework. Each of the 30 units consists of three parts: (1) the dialogue, (2) the structure lesson and exercises, (3) the reading selection and exercises for discussion and writing. The grammar and vocabulary of each lesson are presented through the dialogues which are based on real-life situations. The grammar is loosely sequenced according to the following considerations: (1) relative simplicity or complexity, (2) logical progression, (3) usefulness in every day situations, (4) patterns of wide applicability, and (5) structures contrasting with native languages. The lessons were reviewed and field-tested by representative adult ESL teachers in the Los Angeles Unified School District with students from all language backgrounds. (Author/PP)