This article describes demographic and social characteristics of students that the No Child Left Behind Act (NCLB) identifies as limited English proficient (LEP). MPI used enrollment data from the National Clearinghouse for English Language Acquisition & Language Instruction Educational Programs (NCELA) and Census 2000 data for a closer look at this broad and growing category of students. According to these data, about 5 million LEP students were enrolled in public schools during 2003-2004, with the highest number in California. South Carolina experienced the fastest growth in LEP students at 522% over the past ten years. Although the majority of LEP students were born in the US, less than half of foreign-born students are LEP. Finally, LEP children are twice as likely to suffer from poverty as are those who speak English only or very well.