The purpose of the study was to investigate the effects of the English Language Learners Instructional System (ELLIS) on oral language, written language, and reading achievement among students who are English language learners with and without disabilities. Additionally, levels of teacher satisfaction with computer-assisted language learning (CALL) and the use of ELLIS were assessed. Participants were 78 third, fourth, and fifth grade students with and without disabilities enrolled in a public elementary school. All participants were of Hispanic descent and were identified as being Non- or Limited-English Proficient based on the Language Assessment Scales (LAS) (CTB Macmillan/McGraw-Hill, 1994). Twelve of the participants were identified as having a documented disability according to the Individuals with Disabilities Education Act (2001). Participants were randomly assigned to one of three groups. Treatment Group A included students with and without disabilities and received individual instruction on the ELLIS program. Treatment Group B included students with and without disabilities and received ELLIS instruction in student pairs. The third group of students was a control group and did not receive instruction using the ELLIS program. Data were collected to answer eight research questions related to the effectiveness of the ELLIS program. The Language Assessment System Links (CTB Macmillan/McGraw Hill, 2005), an updated version of the LAS was administered to all participants at the end of the study. Scores obtained from the LAS Links were entered into SPSS and then analyzed using an ANOVA at the .05 level of significance to determine differences. Next, an ANCOVA at the .05 level of significance was used to adjust posttest scores of the experimental groups to adjust for pretest differences. Finally, qualitative data obtained from the open-ended interview with the implementing teacher were analyzed. The ANOVA and ANCOVA analyses revealed that students with disabilities who received instruction using the ELLIS program performed similarly to students with disabilities who did not receive instruction using the ELLIS program in oral language, written language, and reading achievement; and that students without disabilities who received instruction using the ELLIS program performed similarly to students without disabilities who did not receive instruction using the ELLIS program in oral language, written language, and reading achievement. Additionally, paired instruction using the ELLIS software program had similar effects on student performance as individual instruction using the ELLIS software program. However, results from the open-ended interview revealed high levels of teacher satisfaction with the ELLIS software program. Results of this research indicate that the ELLIS software program did not improve the oral language, written language, and reading achievement among students who are English language learners with and without disabilities, but further investigation of computer-assisted language learning for elementary students with and without disabilities is important