Films can be used at any level of language proficiency to teach or afford practice in a variety of language skills. At lower and intermediate levels, a film could serve as the tool for teaching vocabulary, grammar, speaking skills and composition. The lesson would proceed in several stages. Prior to the showing, the students would become familiar with the story-line, that is a simplified version of the script in short sentences. After the first viewing for enjoyment, the students would practice and discuss them and use the new vocabulary. Further use of the film would depend on the skill the teacher might wish to develop. For speaking practice, the film might be shown a second time without sound to allow for narration or discussion by small groups. A question on the film could introduce a free composition lesson. At intermediate levels, information, how-to-do-it type films can be useful. Students with greater language proficiency can use the same types of exercises but with greater emphasis on vocabulary building and with longer and more complex films. Whatever the activity, students should have the satisfaction of expressing their thoughts and feelings and the desire to increase language proficiency. (AMH)