Project CLASS, a collaborative family literacy demonstration research project designed to meet the language and literacy needs of limited English proficient families in Clayton County, Georgia, is described. Intergenerational and age-graded classes were provided for Cambodian, Laotian, Vietnamese, and Hispanic adult family members, their out-of-school youth, and their school-age or preschool children. The Project CLASS curriculum, based on the work of D. Scott Enright, was a multi-level, integrated language and literacy curriculum delivered through content-based themes and supplemented by contextually-based activities. Fifty-six families representing 92 adults and 145 children participated; unfortunately, attendance was not consistent, ranging from 2 to 71 percent of classes attended. Reasons for absences and dropouts included job changes, moving, and family problems; additional factors included conflict with a local church program, the closing of a major employer, and violence in the Cambodian community. It is recommended that future family English literacy programs give more attention to ways to motivate families to attend and to remain in the program long enough to demonstrate gains in language and literacy. The integrated, thematic approach; the multi-level, intergenerational activities; and the field trips and holiday celebrations were found to be important components of the family program. The assessment instruments and a list of project dissemination efforts are appended. (Adjunct ERIC Clearinghouse on Literacy Education) (LB)