The approach taken by one school district to English-as-a-Second-Language instruction, using the whole language approach and simple children's literature, is described. It was determined that the whole language approach would challenge teachers to rethink how children come to know language and literacy and cause teachers to construct new beliefs about teaching and learning. Over 300 teachers were: trained in classroom strategies to try; asked to critically analyze instructional outcomes for this population, addressing social/affective, cognitive/academic, linguistic, and metacognitive areas; asked to implement the strategies; and provided with constructive feedback. The instructional sequence taught to teachers involved five steps: (1) recording information about students' prior knowledge and experiences as they might relate to the story to be used; (2) presenting the story in comprehensible fashion, including deliberate use of helpful voice inflection and pitch, guided questioning, and repeated key words and phrases; (3) pointing out the story's structure; (4) identifying key vocabulary, based on recall of the story; and (5) reconstructing the story orally with the children. The five-step format was found useful in challenging and restructuring teachers' beliefs about language and literacy learning. Contains six references. (MSE)