A study was done of the effects of the "Success for All" program on limited English proficient (LEP) elementary school students, principally Cambodian students in an inner-city Philadelphia (Pennsylvania) school. The program is a schoolwide restructuring focusing on prevention and early intervention in schools serving disadvantaged students. It includes research-based innovations in curriculum and instruction in all grades, one-to-one tutoring for at-risk students, and other elements. The study evaluated the program's effects after a 3-year period of implementation. Program adaptations for the LEP population included closely integrating English-as-a-Second-Language (ESL) staff and services into the regular classroom program, focusing ESL instruction on the skills needed for success in the English reading programs, and using peer tutoring for kindergartners to help their transition into English reading. The compared Cambodian students in a matched school showed strong positive program effects on individually administered reading measures at all grade levels (kindergarten through grade 3). Positive effects on English language proficiency were also seen in kindergarten through grade 2, and positive reading effects for non-LEP students were found in kindergarten through grade 2. Included are 9 tables and 19 references. (Author/JB)