Group activities have become more common in second language instruction. For example, a few years ago I collaborated on a study comparing ESL coursebooks from the 1960s with those from the 1990s (Jacobs, Crookall, & Thiyaragarajali, 1997). My colleagues and I found many more group activities in the latter books. Key support for the increase in group activities lies in interactionist views of second language acquisition (Long, 1996; Pica, 1996). For instance, Swain (1999) argues that while learners need to receive large quantities of comprehensible input in order to develop proficiency in a second language, learners also need to produce output, via speaking and writing, in order to advance to higher levels of proficiency. One reason that other second language teachers and I use group activities as part of our teaching is because such activities give students have many more opportunities to speak than when a teacher-fronted mode of instruction is used. I like to picture this example. If I am teaching a class of forty students, in the teacher-fronted mode, I will speak more than half of the time. Even when I call on individual students, for instance, to answer questions, only one student is speaking while the rest are, hopefully, listening. In contrast, picture this same classroom when group activities are used. Students are in 10 groups of four students each. Thus, when I am not talking, 10 students (one per group) are speaking. In this manner, group activities result in a geometric increase in my students' output. However, this dramatic increase in learner talk brings with it a well-known issue: all those voices speaking as once may result in an increased noise level. Indeed, noise is frequently cited as one of the reasons to avoid group activities. Below are some suggestions for addressing this issue. I found most of these suggestions in the many books available on cooperative learning (e.g., Baloche, 1998). [This article was published in "Guidelines" v22 p20-23 2000.]