Criteria for developing an advanced conversation course for second language learners are examined. It is suggested that the teacher needs to approach the development of the course with an awareness that most students enrolled will probably be suffering from an acute lack of self-confidence when conversing in the target language. The proposed criteria are as follows: (1) have students work in groups (ideally four to a group in a class that should maximally have 20 students about 75 percent or more of the time; (2) have a plan for each class, as well as a master plan for the course, but allow the students a major role in deciding on the direction they want to follow with the assignments; (3) use only those materials that allow for individual expression and creativity; (4) have as the daily and long-range objectives of the course self-improvement and interpersonal communication; and (5) require self- and peer-group evaluation. It is suggested that it is preferable to hear a student commit several linguistic mistakes in a single statement while expressing individual thoughts than to hear the student struggle to find the right person, tense, gender, or case while the impact of the thought as well as the interest of those listening have diminished. It is claimed that through interpersonal communication, confidence will increase and will result in more experimentation and self-improvement, which in turn should lead to more linguistic precision and greater fluency. Two classroom exercises are included. (SW)