This paper discusses the construction of language tests, particularly for English as a Second Language (ESL), that focus on language use in real situations. Linguistic theories that provide background for language test construction are reviewed, and application of those theories to ESL instruction in Japan is examined, with attention to the particular constraints of the English teaching environment there. The first chapter looks at the types and purposes of language tests, and the concepts of reliability, validity, practicality, and backwash effect. The second chapter offers an overview of English testing in Japan, including the pressure to excel on standardized tests and the types of test items currently used. The next chapter considers how more proficiency-oriented tests can be developed for the Japanese junior high school context, and how the theories presented in the first chapter may be relevant in Japan. Finally, test specifications and examples of communicative proficiency-oriented test items are presented. A brief bibliography is included. (MSE)