ABSTRACT: The recognition of varying language abilities and objectives among students persists as the main problem in organizing foreign language programs. The principal thesis emphasizes that the foreign language sequence represents a progressive acquisition of skills, a continuum rather than a series of discrete steps. A pilot program in a senior high school shows that a modified multi-level grouping with built-in flexibility for inter-group movement of students is more successful than the conventional lock-step one-level-per-year arrangement in motivating and retaining students. Forcing students to move too rapidly creates not only failure, but also negative attitudes toward other cultures. One of the major findings in this pilot study has been the fact that many students who operated in the sub-level groups were ready for on-level courses upon entering the third year. Further, from a 50 percent failure rate in the foreign language programs, this factor is now no greater than that of the English program. The positive results of this multi-level program point up the need for a reassessment of organizational patterns in recognition of the fact that larger segments of our society will be studying foreign languages.