Composition instruction directed at native speakers of English has focused on the composed product rather than the composing process. The teaching of English as a second language (ESL) students has had a similar emphasis, with much classroom time devoted to sentence manipulation and usage exercises. Such exercises have little effectiveness in promoting understanding of the rhetorical aspects of writing. A shift in emphasis to the composing process is occurring which broadens the scope of composition classes. The pre-writing processes involved in composing an essay are described. The composition process involves three stages: preparation, incubation, and articulation. These stages encompass such processes as exploring the topic, balancing conventional and newly created associations evoked by the topic, selecting a way to organize the topic, selecting the style and rhetorical arrangement, and selection of the most useful syntactic patterns. Two types of writing are distinguished: transactional writing in which language is used to inform or persuade, and poetic discourse in which the writing is an end in itself. There are valid reasons for providing ESL students with the opportunity to produce poetic discourse and explore their personal reactions to a topic. Composition classes should employ pre-writing activities that help students decide what to say and how to express it. (RW)