This digest focuses on reforming mathematics instruction for English-as-a-Second-Language (ESL) students who have had limited or interrupted schooling in their first language. These students--referred to as ESL literacy students--must learn in a linguistically and culturally unfamiliar environment, construct understanding without the background knowledge that their classmates employ to make assumptions, and process new information. They must have access to math content from the beginning of their formal education. This calls for modifications in the delivery of instruction. By integrating math and language teaching, innovative courses can provide experiences that bridge gaps in literacy students math knowledge and expand their communicative competence in English, and ultimately prepare them for success in future math coursework. The digest discusses correlating mathematics instruction with language skills building, the National Council of Teachers of Mathematics standards and effective instructional strategies for literacy students, designing appropriate math curricula for literacy students (including clustering objectives and considering three important variables: students' ages, English proficiency levels, and developmental levels), and assessing literacy math students' progress. (JL)