A discussion of reading instruction for limited-English-proficient (LEP) students looks at elements contributing to development of an effective instructional approach. The elements discussed include the following: the quality of reading materials; role of oral language development; design of an initial decoding process geared to success; need to make reading relevant to the students' own lives; and incorporation of parents in the literacy process. Drawing on the theories and work of Paulo Freire, the discussion proposes the use of dialogues to develop an interactive reading process aimed at the empowerment of students. The approach attempts to validate each student's own feelings and previous experiences and to develop critical thinking skills and problem-solving attitudes that help shape reality. A brief bibliography is included. (Author/MSE)