The composition of English language learning tools for middle schools has often not utilized the instrctional technology approach and only used approaches related to the educational discipline of teaching English as a foreign language (TEFL). English language learning materials in several middle schools in East Java also do not provide audio media-based activities for practice of listening skills. This article is the research results of the Borg & Gall research and development model which aimed to develop, validate, and test textual learning materials aided by audio recordings to develop the English-language competency of middle school students. The results of the development showed that audio media was proven to be e ectively capable as sca olds that play a role as learning aids. Audio media provides sound input that guides students to imitate the audio with accurate pronunciation. In addition, audio media input can also be comprehensible for students in accordance with the Input Hypothesis Theory of Krashen that states that those learning languages at “level i” should obtain comprehensible input at “level i + 1” or slightly higher than the current level, and this theory of Krashen is identical to the zone of proximal development (ZPD) theory of Vygotsky. This development also resulted in a learning design which applied the audio lingual communicative (ALC) strategy which is eclectic in its combination of two language learning strategies, which are the audio lingual method with communicative language teaching (CLT). The application of this method was appropriate with the Indonesian classroom context where the number of students in a classroom is on average 40 pupils or more.