This report describes a semester of teaching a group of non-native English-speaking students, aged 17 to 40 years and how the instructor identified three elements that appeared to be necessary for a task-based, advanced English speaking class. The three elements were: (1) ongoing needs assessment; (2) collaboration between instructor and students in designing tasks; and (3) regular student assessment of their accomplishment of these tasks. The use of each element in the classroom is outlined in detail. A major benefit to this approach was that students improved in areas where they and their fellow classmates saw a clear need for improvement. Use of this teaching/learning style offered the instructor the chance to enhance the students' language proficiency by creating conditions in which they were able to engage in meaningful interaction while their primary attention was focused, not on explicit features of the language, but rather on understanding the language, using the language, and working with the language that they felt they needed. Students and teacher felt the class was worthwhile because it honored the complex interrelationships of all the factors that influenced what and how each student learned, and because the students themselves were an integral part of determining the content and style of the course. A detailed, thorough definition of the word "task" and its use in language study are included. Assessment forms used in the class are appended. (Contains 10 references.) (NAV)