Turn-taking in language classroom discourse is analyzed in order to discover patterns of instructional teacher-pupil exchange. It is concluded that traditional modes of second language instruction (especially in English as a second language) tend to stifle student initiative. Since students rarely have the opportunity to open an exchange, it is thought that they are being hampered in developing interactive skills that will be needed in everyday situations. To remedy this problem, the following changes are recommended: (1) textbook dialogs should be less one-sided; (2) authentic materials should be used, especially for comprehension; and (3) the role of the teacher should be changed to that of a major learning aid in an essentially self-directed program. A model for analysis of classroom discourse is included. (JB)