Direct access preparation of a carious proximal surface is perhaps the most conservative approach to restoration. Phusical properties and handling characteristics of silver amalgam and of resin composite and lack of fluoride ion release made thee materials unsuitable for direct buccal-or lingual-access proximal restoration. Insufficient strengths and radiolucency of self hardening glass-ionomer cements preclude their use for Class II restorations. However, glass-ionomer silver-cermet cement and some resin-modified glass-ionomer materials are proving useful for non-stress bearing Class II restorations and may have applications in preventive dentistry. This article describes lateral-access Class II restoration with modified glass-ionomer cements. Emphasis is placed on careful handling of materials, maintenance of an ideal operative field, and conservation of tooth structure.