This paper describes a study which examined the effectiveness of explicit instruction in English intonation in listening tasks in an English-as-a-Second-Language (ESL) course taught to four Japanese high school students. The students' exposure to real-world English listening situations had been limited, and the majority were focusing more on grammar in their preparation for university entrance examinations. Initially, instruction took a bottom-up approach, beginning with phoneme-level pronunciation practice without analysis of the communicative value of intonation choices. Later in the course, pronunciation instruction was top-down, focusing on production in minimal contexts, questions, and syllables. A decision was made to concentrate on yes-no and wh- questions in listening instruction, teaching students how to diacritically mark intonation in these contexts. Over a period of several weeks, it was found that the students had significant difficulty in distinguishing between grammatical and discourse considerations in their listening. It is suggested that the theoretical constructs of key and termination be used as starting points for moving beyond grammatical boundaries in classroom listening instruction. (Appendixes include a classroom worksheet and a questionnaire. (Contains 19 references.) (MSE)