This paper discusses the similarities and differences between teaching composition to native speakers and to speakers of English as a second language (ESL). The concepts, strategies and conclusions are applicable to learners of any second language. Basically, the point is that the conceptual function of language, that language is self-expression, has to be operative in composition instruction for native and non-native speakers alike. All composition students have to be taught to think originally and logically, to plan, write and rewrite. However, learners of second languages have additional problems to surmount and these have to be considered by teachers of ESL. These problems are considered here under five headings: (1) Sentence Structure and Grammar; (2) Rhetorical Structure and Organization; (3) Reading; (4) Vocabulary, Spelling and Idiom; and (5) What Students Write about and How They Feel about English: Content and Attitude. Each of these sections contains a discussion of the problem and a number of strategies for dealing with it. Bibliographical notes conclude the document. (AMH)