This paper describes a paraphrasing activity devised to assist English-as-a-Second-Language (ESL) graduate students at Ohio State University develop their academic writing skills. The activity is based on the community language learning approach. The students in the class were divided into groups of three, with each group member in turn assigned the role of author, listener, and timer. The author would present the main ideas of their essay to the listener in four minutes, after which the listener would rephrase the author's ideas in and express them in their own words. The timer ensured that no one exceeded the time limits. The entire activity was videotaped for later student and teacher reflection and discussion. Discussions with students and student responses to a questionnaire on the paraphrasing activity found that most students liked the activity, thought it should be used more often, and felt they were able to present their own ideas and the ideas of others effectively. Three appendixes contain copies of the activity lesson plan, a representative list of student concerns about the activity before it took place, and the student survey form administered after the activity. (MDM)