An analysis of sociocultural aspects of a dinner conversation is presented, part of a larger study of the pragmatics of second language discourse. Salient features of the discourse are examined in terms of implicit frames of reference about social membership that are brought into play in interaction. Primary data come from the conversation between an advanced Japanese non-native speaker of English (NNS) and two American colleagues, and secondary data from open-ended ethnographic interviews with the NNS. The analysis considers sociopragmatic features of discourse, such as solidarity, intimacy, distance, directness and indirectness, and cultural frames of reference, and how they influence the construction of a conversational participant structure, understood primarily in terms of negotiated solidarity. While the data suggest that differences in discourse strategies between the American and Japanese participants exist, a heteroglossic rather than consensual understanding of the sociocultural context of cross-cultural communication is suggested. (Author/MSE)