SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND II A LP (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/27/2005	3. Issuer Name and Ticker or Trading Symbol ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM INC [ ELLG.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,333,333(1)	I(2)	See Footnote 2(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	10/01/2001	(9)	Common Stock	15,000,000(3)(6)	$0.15(6)(7)	I(2)	See Footnote 2(2)
Series B Convertible Preferred Stock	05/17/2002	(9)	Common Stock	8,333,325(4)(6)	$0.15(6)(8)	I(2)	See Footnote 2(2)
5% Senior Convertible Note	04/21/2004	01/31/2005	Common Stock	$100,000(5)	$0.15(5)	I(2)	See Footnote 2(2)

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND II A LP (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND II B LP (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC II LLC (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2

1. Name and Address of Reporting Person* WARNOCK DAVID L (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2

1. Name and Address of Reporting Person* HUGHES DONALD W (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2

1. Name and Address of Reporting Person* JOHNSTON RICHARD M (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2

1. Name and Address of Reporting Person* BERKELEY RICHARD M (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2

Explanation of Responses:

1. CPS Fund II-A is the direct beneficial owner of 4,090,667 shares of the Issuer's Common Stock. CPS Fund II-B is the direct beneficial owner of 242,666 shares of the Issuer's Common Stock. CPS Fund II-A and CPS Fund II-B purchased 3,618,667 and 214,666 shares of Common Stock, respectively, in a public rights offering conducted by the Issuer that closed on January 27, 2005. CPS Fund II-A and CPS Fund II-B purchased 472,000 and 28,000 shares of Common Stock, respectively, in a private transaction that closed on September 20, 2001.

2. CPS Fund II-A and CPS Fund II-B are direct beneficial owners of the securities as described more specifically in footnotes 1, 3, 4 and 5. CPS II and the Managing Members may be deemed indirect beneficial owners of the securities held directly by CPS Fund II-A and CPS Fund II-B as a result of their relationships described in the General Remarks. CPS II and each of the Managing Members disclaims beneficial ownership of the securities held directly by CPS Fund II-A and CPS Fund II-B, except to the extent of its or his pecuniary interest therein. Each of CPS Fund II-A and CPS Fund II-B disclaims beneficial ownership of the securities held by the other.

3. CPS Fund II-A is the direct beneficial owner of 708,000 shares of the Issuer's Series A Convertible Preferred Stock. CPS Fund II-B is the direct beneficial owner of 42,000 shares of the Issuer's Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock originally had a conversion price of $3.00 per share. CPS Fund II-A and CPS Fund II-B purchased 944,000 and 56,000 shares of the Issuer's Series A Convertible Preferred Stock, respectively, in a private transaction with the Issuer that closed on September 20, 2001. In connection with the purchase of the Issuer's Series B Convertible Preferred Stock on May 17, 2002, CPS Fund II-A and CPS Fund II-B exchanged 236,000 and 14,000 shares of the Issuer's Series A Convertible Preferred Stock, respectively, for 404,571 and 24,000 shares of the Issuer's Series B Convertible Preferred Stock.

4. CPS Fund II-A is the direct beneficial owner of 674,285 shares of the Issuer's Series B Convertible Preferred Stock. CPS Fund II-B is the direct beneficial owner of 40,000 shares of the Issuer's Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock originally had a conversion price of $1.75 per share. CPS Fund II-A and CPS Fund II-B purchased 269,714 and 16,000 shares of Series B Convertible Preferred, respectively, in a private transaction with the Issuer that closed on May 17, 2002. In connection with such purchase on May 17, 2002, CPS Fund II-A and CPS Fund II-B exchanged 236,000 and 14,000 shares of the Issuer's Series A Convertible Preferred Stock, respectively, for 404,571 and 24,000 shares of the Issuer's Series B Convertible Preferred Stock.

5. CPS Fund II-A and CPS Fund II-B are direct beneficial owners of 5% Senior Convertible Notes in original principal amounts of $94,400 and $5,600. Such notes were acquired in a transaction that closed on April 21, 2004. The notes were convertible in connection with the rights offering at the holders' option into the Issuer's Common Stock in accordance with such notes' terms. The holders did not elect to convert such notes. Such notes are convertible at the offering price in future securities offerings by the Issuer under certain conditions.

6. In accordance with their respective terms, each of the shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock were subject to antidilution adjustment upon the issuance of securities by the Issuer in the public rights offering. As a result of such adjustments, each share of Series A Convertible Preferred Stock and each share of the Series B Preferred Stock is convertible into 20 and 11.67 shares of the Issuer's Common Stock, respectively, based on a conversion price per share equal to the rights offering price of $0.15 per share of Common Stock.

7. The Series A Convertible Preferred Stock originally had a conversion price of $3.00 per share. The new conversion price as a result of the antidilution adjustment triggered by the rights offering is $0.15 per share.

8. The Series B Convertible Preferred Stock originally had a conversion price of $1.75 per share. The new conversion price as a result of the antidilution adjustment triggered by the rights offering is $0.15 per share.

9. There is no expiration date.

Remarks:

This Form 3 is being filed jointly by Camden Partners Strategic II, LLC ("CPS II"), Camden Partners Strategic Fund II-A, L.P. ("CPS Fund II-A") and Camden Partners Strategic Fund II-B, L.P. ("CPS Fund II-B"), and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members" and together with CPS Fund II-A, CPS Fund II-B and CPS II, the "Reporting Persons"). The Managing Members are the managing members of the CPS II, which is the general partner of CPS Fund II-A and CPS Fund II-B.

	By Camden Partners Strategic II, LLC, By Donald W. Hughes, Managing Member	01/28/2005
	By Camden Partners Strategic II, LLC, By Donald W. Hughes, Managing Member	01/28/2005
	By Donald W. Hughes, Managing Member	01/28/2005
	By Donald W. Hughes, Attorney-In-Fact	01/28/2005
	By Donald W. Hughes	01/28/2005
	By Donald W. Hughes, Attorney-In-Fact	01/28/2005
	By Donald W. Hughes, Attorney-In-Fact	01/28/2005
	** Signature of Reporting Person	Date
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