This paper presents an overview and analysis of a three-year computer assisted instruction (CAI) project conducted at UCLA. The project, funded by UCLA’s Office of Instructional Development, had as its primary goal the development of material for individualized instruction within the ESL service courses. In the paper, we present a brief description of how the project was carried out (including an account of the development of one piece of software), and a discussion of some of the major issues which arose concerning our implementation of computer-assisted language learning (CALL) or computer assisted instruction (CAI) in a university ESL setting. We will be presenting this discussion not as CALL experts, but as ordinary ESL teachers and administrators exploring a new technology. Rather than a state-of-the-art report on CALL, then, we intend this to be a portrayal of one experience that will hopefully be of use to those who are considering the implementation of CALL in their own instructional settings. Our discussion will refer to several sources of qualitative data that were collected over the three-year life of the project. These were written documentation produced by the project teaching assistant (including memos and journal entries), other written documents produced across the life of the project, and interviews and questionnaire data collected from the ESL service course teachers after the official completion of the project.