This study examines how conversing with passengers in a vehicle differs from conversing on a cell phone while driving. We compared how well drivers were able to deal with the demands of driving when conversing on a cell phone, conversing with a passenger, and when driving without any distraction. In the conversation conditions, participants were instructed to converse with a friend about past experiences in which their life was threatened. The results show that the number of driving errors was highest in the cell phone condition; in passenger conversations more references were made to traffic, and the production rate of the driver and the complexity of speech of both interlocutors dropped in response to an increase in the demand of the traffic. The results indicate that passenger conversations differ from cell phone conversations because the surrounding traffic not only becomes a topic of the conversation, helping driver and passenger to share situation awareness, but the driving condition also has a direct influence on the complexity of the conversation, thereby mitigating the potential negative effects of a conversation on driving. (Contains 3 tables and 2 figures.)