The adult ESL student who is illiterate or functionally illiterate in his native language has particular difficulty when learning to read English. This paper is a step by step description of a materials writing project undertaken at Bristol Community College, Fall River, Massachusetts; the goal of the project was to develop reading materials for adult Portuguese ESL students, many of whom were illiterate. Included in the paper are the general guidelines followed, specific steps taken to meet the requirements of each guideline, and a discussion of each level of materials developed. Examples of all four levels are included. Particular emphasis is placed on the integration of oral/aural and reading activitie