The most important consideration with regard to classroom use of films in an English as a second language (ESL) class is that it should be previewed by the teacher and selected according to criteria such as those suggested here. In example, short silent films that are uncluttered in appearance are good vehicles for teaching vocabulary. Some techniques for using films and soundtracks for vocabulary study, reading and writing practice, and exercises in comprehension are: (1) listen to and read the soundtrack and then do a slotted dictation on it; (2) have students read a portion of the soundtrack and then look up while they are saying it; (3) have students match definitions with underlined words; (4) use the script for sentence pattern identification; (5) provide students with a series of questions designed to focus their listening; (6) use foreign films to provide students with information teachers want them to have by making a prior reading lesson out of the subtitles; and (7) work with a tape of the soundtrack of a foreign film emphasizing aspects of culture. Examples of exercises illustrating these techniques are appended as well as lists of films that are either recommended or not recommended for use in foreign language classes. (AMH)