This article deals with the issue of gaining proficiency in oral expression in a second language. A functional approach to teaching oral proficiency is outlined, an approach which focuses on the audience as a determining factor in the speaker's linguistic output. Claims in the article are based on an experiment in the teaching of oral proficiency in English at the university level. Activities traditionally believed to promote oral proficiency are criticized, including reading aloud, grammar exercises, and so-called spontaneous discourse. It is suggested that the basis for oral proficiency is solid listening comprehension and, therefore, that comprehension should precede production. Two basic functions of oral communication in a second language are defined: getting information and giving information. By taking student characteristics into account, exercises can be created which develop skills in these functions. (CLK)