▼ The purpose of this study was to examine, describe, and analyze the social interactions that occurred between three Karen ELLs and the researcher during a reading intervention program, as well as the impact that a modified FDL had on the English reading development of these ELLs. The setting for the study was a multiage tutoring program for ELLs in an urban community in a Great Lakes state. The three ELLs attended this nine-week summer program for a total of 4 ½ hours a week, and they continued to participate in the after-school session from September through December for 1 hour a week. The conclusions of this study are based on the data regarding the two research questions that guided this descriptive study: 1. How do teacher-student interactions and student –to-student interactions, during the implementation of a modified FDL, impact the Karen children’s abilities to develop fluency and comprehension skills in English? 2. How does systematic language instruction using a modified FDL impact the fluency and comprehension development of these three ELLs? The researcher collected data in two methods for analysis. First, the students completed pre and posttests to measure fluency and comprehension scores, as well as to measure their attitudes towards recreational and academic reading. Data collection procedures for this study also included participant observations, interviews with ELLs and their parents and teachers, and the collection and analysis of various material culture generated by the researcher and the ELLs. Findings from this study suggest that the three ELLs appeared to benefit from a variety of instructional scenarios, i.e., one-on-one instruction, large and small group instruction, and peer-assisted instruction, which provided the ELLs opportunities to experience literacy while engaged in numerous, authentic social interactions. Furthermore, the three ELLs demonstrated significant reading improvement based on the analyses of their pre and posttest fluency and comprehension scores. In conclusion the social interactions during literacy events and the implementation of a modified FDL significantly impacted the literacy progress of three ELLs, and moreover, impacted their overall ability to function successfully in their regular classroom settings. Advisors/Committee Members: Foster, Harold M.