The design of instructional materials for second language listening comprehension is discussed, based on the premise that such materials must reflect a view of the nature and processes of listening. Two distinct kinds of cognitive processes involved in listening are examined: bottom-up processing, or the use of incoming data as a source of information about the meaning of a message; and top-down processing, referring to the use of background knowledge in understanding meaning. The two views are explained and illustrated, and the listening comprehension experiences of the language learner at various proficiency levels are examined. The interpersonal and transactional functions of language are then discussed in the framework of bottom-up and top-down processing. This information is applied to the design of classroom materials, focusing on methodological principles employed and activity types developed, and a number of examples of current listening exercises are critiqued from this perspective. It is concluded that in designing and selecting instructional materials for listening comprehension, helping students employ appropriate listening strategies should be a primary focus. (MSE)