<P style="MARGIN: 0px">Approaching grammar as a process and not a product, this text engages readers in a conversation about English that will help them reflect on how their language works and understand the social judgments that accompany language use—making them feel they are <I>active participants</I> in shaping their language rather than passive victims of grammar rules that someone imposes on them. Employing the terminology of traditional grammar combined with the insights gained by modern linguistic analysis, it describes English as an instrument of communication, and lays the necessary groundwork for thinking about language so that students can extend what they learn to new situations and apply their knowledge of language in ways most useful to them. Three different types of exercises support the learning and review processes and motivate readers to think, talk, and write about English with increasing confidence and sophistication as the term progresses.</P>