The special instructional needs of limited English proficient (LEP) students in special education programs are discussed. The degree of the student's disability (mild, moderate, or severe) directs both the program focus and the need for specialized knowledge to deliver appropriate instruction. A responsive English as a second language (ESL) program in the special education setting must consider aptitude, attitude/motivation, personality, learning style, and learning strategies as well as cognition, motivation, strategic behavior, and learning style preferences. Future challenges to developing successful ESL programs in the special education setting include: (1) preventing inappropriate referrals to special education by more thoroughly evaluating LEP children before they are referred to special education; (2) preparing special educators and ESL teachers by providing cross-over training in both fields; and (3) developing materials appropriate to the special needs of students in this setting. A reference list of 15 items is included. (DJD)