Adult English as a second language (ESL) students must develop listening comprehension skill for two reasons: they need it for survival purposes immediately and it is the first step toward acquisition of English. These two needs reflect the distinction between listening for comprehension and listening for acquisition; they must be accounted for in the curriculum, materials, and teaching methods of ESL classes. Research has described the listening process as one of predicting, sampling, hypothesis-creating, and checking. By explaining these strategies, focusing on them separately and sequentially at first, and teaching ways to control them, the instructor can lead students to become more self-confident and independent in their listening abilities and to comprehend real language messages before they actually acquire comparable knowledge of the target language. Extending these techniques to the second type of comprehension would mean a change in the focus of traditional types of exercises. Through the use of the listening strategies described above, the exercises would focus first on understanding the message and then on the language forms. Strategies and techniques based on the model are described and sample exercises are appended. (AMH)