This report discusses a project addressing the difficulties that Queens College has with English as a Second Language (ESL) students in the typical humanities classroom. ESL students represent 40% of the college's student body, and instructing them is a significant intellectual and pedagogical challenge. Despite training in English language and composition, ESL students and their teachers have problems due to incomplete acculturation. The result is that when they begin their required humanities courses, many experience considerable difficulty. Some drop out of college and others feel themselves limited to the sciences for their choice of major. To remedy this problem, Queens College designed syllabi for a course for students unfamiliar with the assumptions of American culture. A biweekly faculty seminar met to develop the syllabi. The seminar discussed important theoretical issues, designed trial syllabi, and designed evaluation procedures to gather information on student response. After completing the third semester of teaching courses designed by this seminar, the importance of teaching every component of a course with a density of culturally and historically significant material was noted. Issues must be significantly historicized for students to actively grasp the assumptions behind them and to have enough information to demonstrate that mastery. Student comments on these courses are favorable, and student enrollments have jumped. (SM)