Drawing upon the philosophical and technical frameworks of discourse analysis, this paper suggests the rules governing linguistic choices in constructing negotiation. First, it clarifies the philosophical assumptions underlying different approaches to analysis, specifying a conceptual focus, particularly with regard to the situation and the inference of actor intent in the study of the structure of interaction. Then, using that focus, the paper draws upon previous negotiation research to propose a conceptual definition of negotiation as a type of "situation set" and a related definition of negotiation competence. It explores the areas of discourse work required for negotiating competently, deriving a set of constitutive rules for speech events at either end of a competitive continuum. Finally, it discusses the usefulness of such a rules set and probes its implications for future research. (Author/FL)