A combination of the rapid growth of limited-English-proficient (LEP) populations in the Nation at large and the crack-down by the legal system on alien offenders has required prisons to address the many challenges posed by the increasing numbers of LEP prisoners. In the summer of 2001, new ESL funding available to Michigan through the Federal English Literacy and Civics Education grant prompted a more rigorous examination of the LEP populations in the MDOC prison schools. In preparation for the new program, school principals from the State's 47 prisons were surveyed to provide information on both the number and native languages of LEP students. In December of 2001, of those inmates identified as LEP, approximately 70 percent were native Spanish speakers. Following the survey, the top 12 schools having LEP populations were selected to be part of a needs analysis. The needs analysis indicated, among other things, that a strong ESL curriculum was needed, along with supporting ESL materials. In the Phase I Pilot initiative, LEP students were identified and tested and proficiency levels determined. Texts were selected and implementation began. After approximately 4 months, feedback was solicited from teachers involved in the program implementation at the six pilot sites. Seventeen facilities are now designated ESL program sites. Teachers have received training in an innovative methodology that has proven successful in may other programs in the State. Materials used have been customized for prison education. A new ESL test instrument has been introduced. Some of the issues and challenges remaining to be addressed are mentioned.