Abstract: The integration of the English language within math content is essential for assisting ESL/ELL students to develop a good understanding of mathematics. This workshop brings participants into a curriculum integrating the study of mathematics and English vocabulary with hands-on and collaborative activities using manipulatives. We’ll give ESL/ELL students alternate ways to participate in whole-class discussions and respond to questions: think/pair/share, flashcards to raise overhead, hand and/or body movements, individual chalkboards for solving computations. Participants are engaged with numeracy lessons that balance between skill building and functional needs. Examples contextualize math instruction, motivate and engage by providing real or concrete meaning, and create a rewarding balance for instruction. ESL/ELL students accomplish two goals: mathematical understanding and English proficiency.