Suggestions for improving conversation groups in the intermediate and advanced English as a second language classroom are considered with attention directed to design of the activities, preparation of the individuals involved, and selection of the subject matter. In addition, factors that cause conversation groups to fail are discussed. A progressive format or sequencing of strategies in the conversation class, along with functional interaction techniques that promote "free" conversation, are advocated. The following six activity categories are described, and objectives and examples of activities are identified: restructuring, one-centered, unified group, dyads, small group, and large group. It seems to be a good idea to start with restructuring, unified group, and one-centered activities, as these types begin to change the students' attitudes about what learning entails, about their own self-image, and about the importance of cooperation in forming a positive class experience. All interpersonal activities should move gradually from low-risk, nonpersonal content, such as games, information gathering, reporting, problem-solving, to activities that ask for the sharing of personal values, beliefs, and feelings. (Author/SW)