A qualitative case study was employed to address if and how fifth grade teachers adapted instruction for English language learners in response to the Maryland School Performance Program (MSPP), and the role of the Program as one of the many factors that shaped instruction for these students. This case study was conducted at two elementary schools in Maryland from March 1999 through May 2000, using observation, participant observation, interviews, and document analysis. Findings indicated that teachers used common instructional strategies to teach English language learners, that teachers' beliefs about language and cognition shaped teaching craft, and that the Program shaped instruction, but was only one of many factors shaping education for these students. Findings illustrated the relationship between state policy and classroom practice, that state policies influence, are nested in, and co-exist with classroom practice.