This report presents findings of a case study of the education of second language learners in a middle school of approximately 2,000 students undergoing middle school reform in California. The purpose of the study was to gain an understanding of the challenges faced by a school experiencing rapid demographic changes in a predominantly working-class community of a large urban school district. During three site visits, a representative sample of teachers, administrators, counselors, and parents were interviewed on the impact of second-language learners, types of instructional services provided, and noninstruction support provided to students and their families. Interviews were transcribed and coded for computerized analysis. It was found that teachers expressed positive views about second-language learners and altered their language use for these students, although cultural diversity was viewed more as a problem than as an opportunity. It was found that student content knowledge was more likely to increase as competence in English-language skills improved. Findings also confirmed positive relationships between home and school, although administrators were more positive than teachers. (Contains 11 references.) (Author/NAV)