One of the most challenging issues facing teachers is the use of English as the language of teaching and learning (LoLT) in South Africa, a country with eleven official languages where low levels of English language competence characterise many rural primary schools. In the schools making up this study, instruction was in mother tongue throughout Foundation Phase (Grades 1 – 3) but with a switch to English in Grade 4. The Learning Gains through Play Project was designed to test the hypothesis that foundational literacies of primary school learners could improve through the effective use of game-based learning using innovative technologies. Two cohorts of Foundation Phase learners in ten schools were tracked over a four year period. Each school received an Xbox Kinect and a bank of Intel tablets for use in Grade R and Grade 1 classrooms. Teachers used carefullyselected tablet apps and Xbox games to create teachable moments and stealth learning opportunities that targeted specific literacies. The added benefit was that learners acquired oral English skills, almost subliminally, because the apps and games used the medium of English. The findings were that Grade 4 students in the project achieved at a far higher level than the control school students, not only in English, but across all Grade 4 subjects of Mathematics, Natural Sciences & Technology, Social Sciences and Life Skills. The Learning Gains through Play study supports the theory that successful language acquisition occurs through understanding messages and that oral English skills can be improved simply by engaging with English tablet apps and video games. This research project provided a perfect opportunity to prepare non-English-speaking, early grade learners in South Africa to make the difficult transition to Grade 4. // Paper ID 201