One of the University of Minnesota's two writing tutorial programs, Composition 1013, constitutes the second quarter of freshman composition and is designed as an option for students with specialized writing needs, such as students of English as a Second Language (ESL). The course is perceived by students as remedial, and instructors do not feel the approach is successful. Student and teacher roles are ill-defined, students do not have adequate writing models, and the one-to-one structure can create over-dependence on the instructor. Changes were undertaken to make the course more dynamic, to give students confidence, and to take pressure off students and instructors. The resulting alternative course design includes weekly conference group meetings made up of three students and weekly individual student-instructor sessions. A class for ESL students only was piloted first. Unit topics included ideal careers, career-related communication needs, and narratives based on students' home cultures. The course improved student confidence, productivity, and skills. However, class homogeneity made peer modeling difficult. A similar class for native speakers focused on writing about movies, including expression of personal reactions to films, critical reading and analysis, and research and analysis. The new format has been found generally successful, and the course is being re-offered with some modifications. (MSE)