A project to develop, produce, and disseminate a multicultural, multi-level curriculum for English-as-a-Second-Language (ESL) learners is described and evaluated. The curriculum is designed for thematic instruction at the beginning and intermediate language levels, and addresses four language skill areas (listening, speaking, reading, writing). Development of the curriculum involved surveying ESL students in two classes to determine the topics that best meet their interests and language needs. Six subject areas were selected: introductions; talking about families; health; current events; neighborhoods; and exploring careers. Instructional activities emphasizing the four language skills were developed for each subject. The activities were field tested in three ESL classes, and teacher and student feedback used to refine the materials. A curriculum manual and teacher's guide were also prepared, and two workshops on the curriculum were presented. Students who participated in the field testing gained significantly in listening/speaking and reading proficiency. The project was found to have met its goals and objectives. Students' letters to the author/developer are appended. The student manual and student and teacher evaluations are appended. (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)