A framework is presented for syllabus design in English-as-a-Second-Language (ESL) instruction. A case is given for a discourse level focus in the ESL classroom, from beginning stages of learning through advanced levels. Following this, three rhetorical modes (critical analysis of fiction, truth-searching logical conversation, and classical argumentative essay writing) are suggested as the central activities in a context-based, textbook-free, and highly individualized ESL program. The use of Mohr's discourse chart is discussed, and a conversation grading chart is presented. Contains 8 references. (Author/LB)