ABSTRACT The last few years have seen a proliferation of articles on proficiency-based instruction. To date, however, there have been relatively few publications which provide results and describe the effects of proficiency-based programs. The purpose of this article is to provide some preliminary data, thoughts, and impressions on the effect of the proficiency-based foreign language requirement instituted within the last five years at the University of Pennsylvania. The observations are divided into four general categories: effects on the faculty; effects on teaching assistants (training and attitudes); effects on the curriculum (materials and methods); and effects on students (proficiency test scores, oral interview and CEEB correlations, attitudes and motivation). The findings and observations suggest that important and valuable changes have taken place in the language learning/language teaching environment but caution is urged in the need to create realistic and well understood standards rather than an emphasis merely on proficiency and testing.