In recent years, researchers in English as a Second Language have suggested that it is academic, not social language use, which is critical for second language learners' success in academic settings (Cummins, 1984; Saville-Troike, 1984; Wong-Fillmore, 1983). In addition, research has shown that skills in the use of academic English is difficult to acquire and may, in fact, take at least four to five years to master (Cummins, 1984; Collier, 1987; Early, 1989). As a result of these findings, educators realize that it is neither efficient nor, indeed, effective to postpone ESL students' cognitive growth and learning of curriculum content until their English language proficiency is commensurate with that of their native English speaking peers. However, even though the importance of integrating the teaching of language with that of subject matter knowledge has been recognized, it is not a simple task to implement that process in the classroom; for, as Swain (1988) points out, "not all content teaching is necessarily good language learning". Recent research by Early, Mohan and Hooper (in press), Hooper (1989), and Early (in press) indicates that use of the "Knowledge Framework" approach (Mohan 1986) as a teaching and learning strategy appears to be particularly promising in helping ESL students simultaneously learn subject matter knowledge and academic aspects of English. One way the Knowledge Framework approach, based on a subdivision of six types of knowledge, can be introduced to beginning level ESL students (K-12) is by using an adapted version of the Language Experience Approach (Ashton-Warner, 1963; Stauffer, 1980; Nessel and Jones, 1981). This paper draws on work currently being undertaken as part of the large-scale project being conducted in the Vancouver School District by Bernard Mohan, Hugh Hooper and the author to assist ESL students in increasing their academic achievement. This report briefly defines the Knowledge Framework, then outlines the approach-organized around the knowledge structures of the framework-which is used to generate different types of expository text. Finally, this approach is described in action and pertinent examples of the many questions, strategies and techniques described in the preceding section are provided.