A model is developed for an end-pumped quasi-three-level laser with population in the lower laser level at equilibrium such as for transitions to the manifolds4I9/2in Nd3+,4I15/2in Er3+,5I8in Ho3+and3H6in Tm3+. It is shown that the effect of residual lower laser level population on laser operation can be treated as a saturable loss. Room temperature operation on the4F3/2-4I9/2transition in Nd:YAG under CW dye laser pumping has been demonstrated with a threshold as low as 11.5 mW incident power and a slope efficiency of 7 percent with 0.3 percent output coupling. Performance is limited by the low output coupling and diffraction loss.