Due to the very limited number of textbooks available for teaching Japanese to elementary school students and due to the need for such materials at Burns Laboratory School, I chose to develop such a textbook as my honors thesis. Japanese With Maruchan is an attempt to integrate elements of a children's book with elements of a language textbook. An exchange program at Burns School with Okazaki Primary School, Okazaki, Japan sparked the idea for the project and also set its parameters. The book contains approximately twenty lessons or scenes, each of which introduces an element of Japanese grammar, a key phrase, and/or additional vocabulary. These language elements are presented in context so that students may learn their proper usage. The language elements were chosen based on practicality. I purposely chose elements that would be key to the survival of Burris students during their one-week stay in Japan. In addition, each scene also introduces a pertinent element of culture.The book fulfills three main roles. It may be read and enjoyed by grades 4 and up just as any children's book is read. To this end, I have spent considerable time making sure that the story is somewhat interesting. The book may also be used for individualized Japanese language study by all ages. The character of Maruchan is intended to be the Japanese teacher, and I believe that much can be learned through his explanations. However, the main roll that Japanese With Maruchan is intended to fulfill is that of a textbook in an elementary language classroom. The intent is for the story to be read over a twenty-week course. Each week, a new scene should be explored. The grammar and/or vocabulary and culture element should provide ample material for discussion. It would be the responsibility of the instructor to supplement the topics with worksheets and additional materials.