A large number of limited English proficient (LEP) students in the United States spend only a small fraction of their school day with ESL teachers. Yet regular classroom teachers are unprepared in how to integrate the LEP student into the regular classroom. This article analyzes the results of a survey of regular classroom teachers' perceptions of LEP students and ESL teachers. An openended questionnaire was administered to 162 New Jersey teachers who had LEP students in their classrooms but who had had no training in ESL. A content analysis of the responses revealed five broad categories of concern: programmatic setting and instruction, training needs, LEP students and their parents, peer interaction, and the role of the ESL teacher. The responses indicate the difficulties which regular classroom teachers encounter in integrating LEP students socially and academically into the regular setting. Accordingly, it is recommended that ESL teachers and teacher training programs devote greater attention to preparing the regular classroom teacher for dealing more adequately with the educational needs of LEP students.