This paper examines the factors within the environments of the classroom that contribute to intellectual retardation among the disadvantaged. To pinpoint the factors involved, educators must consider (1) the language barrier, (2) how it is formed, (3) at what level is it retarding the pupil, (4) What educational approaches are needed to meet the language needs of the deprived, and (5) how varied must the teaching approaches be, in order to involve the learner. A "transitional" type of readiness program is needed to help bridge the initial gap that exists when the disadvantaged child enters school. The term "disadvantaged" encompasses the non-English speaking Hispano, the non-standard-English speaking Hispano, the Negro, the poor-white, the Indian, and the Oriental. The point is not to replace the child's language, but to add other forms. Suggestions of how to motivate a disadvantaged child, and interest him in learning are as follows: (1) Give him problems to solve; (2) Provide manipulative materials to aid him in the solution; (3) Structure lessons simply; (4) Set short range goals that are meaningful and functional; (5) Allow large blocks of working time in physically oriented tasks; (6) Vary the teaching approach by making a game out of a lesson; and (7) Utilize the experiences that the child has developed in his poverty culture by beginning instruction at the time he enters school. (Author/LS)