The professor who elects to offer instruction in one of the nation's prisons will be a paradoxical figure representing society's mainstream values to those individuals he is seeking to aid. Prisoners often harbor the belief that they are being dealt with too harshly and that they are being victimized unjustly. This point of view can be exploited to great advantage in the teaching of composition. Inmates crave an audience, and a professor representing mainstream society is the perfect audience for "spilling their guts." A composition course calls for active participation and meaningful statements. The topics for assignments that work best give the inmate-student the opportunity to discuss his plight and voice his resentments. The instructor is well advised to commend a writer for expressing his views and reserve criticisms of early compositions, which tend to be radical. Another reality of prison life must be confronted: discipline, which may be the most serious aspect of teaching in prisons. Prisoners tend to resent authority and utilize tactics of intimidation. Prison instructors will face apprehension, but an air of assurance and confidence, even if feigned, is essential. Although teaching in prisons can be satisfying, it is a challenging and difficult environment to which some instructors, once out, prefer not to return. (HB)