Students of English as a Second Language (ESL) in an academic program must be able to write paraphrases, but they often lack strategies for accomplishing this complex task successfully. The process requires skill in reading, comprehension, analysis, selection of new structures and vocabulary, and integration into a written product. Paraphrases usually originate in sentences with sophisticated syntax, so the student must first be able to understand difficult passages in detail. This can be assisted by familiarizing students with the strategies of generating simpler statements, extracting sentence kernels, identifying word groups, practicing with cloze exercises, identifying referents, and answering questions to focus attention on aspects of the text. Second, the student must know how to rewrite the passage, by recognizing and exploiting synonymity and combining sentences for structural flexibility. Some texts are available for teaching these skills. Students must eventually see the process as an exercise in rethinking information and telling it in their own voices. For students able to produce paraphrases without the original text, learning to use paraphrases is the next stage. Reading different texts on the same topic or completed research papers is helpful. Competent use of source material and integration into academic papers is the ultimate goal. (MSE)