It is argued that content-based teaching effectively teaches language skills while supporting development of critical thinking, intercultural communication, and student participation. The content provides cognitive and conceptual links needed for naturalistic language learning, and student participation in selection of content increases motivation. A model of content-based language teaching posits a continuous process in which evaluation of learner errors stimulates development of appropriate content-compatible language objectives. Sample content-based activities are described, including games in which students elicit information from each other to construct a script, paragraph, or chart. Guidelines for designing class activities and for adapting instructional material to student skill level are offered. Implications of the content-based approach for teaching English as a second language are outlined. Contains 17 references. (MSE)