A state grant to the Department of Romance Languages of the University of Tennessee in Knoxville has allowed development of a proficiency-based curriculum for first- and second-year French and Spanish. Most of the effort to date has been preparation of the syllabus based on specified goals and objectives, or student outcomes, focusing on allowing students enough time to practice functions included in the objectives. Other features incorporated include language functions, contexts, grammar, and lexicon, spiraling of functions and content areas, language skill practice, and a cultural component. Comparison of the new syllabus with a traditional one illustrates the changes involved in redesigning a curriculum to reflect a communicative emphasis. While they treat similar topics and structures, the proficiency-based syllabus places greater emphasis on what the student will be able to do communicatively with the language. Instructional materials have been selected for piloting in this program, and supplementary materials are being gathered. Preparation of teaching assistants includes workshops, observation, provision of lesson plans, and involvement in material selection. Expansion into the semi-intensive language program is anticipated. A number of benefits have already accrued to faculty, department materials and equipment collections, and community. (MSE)