Films used in second language teaching include pedagogical films, which consist of filmed lessons designed to teach grammar and pronunciation, culture and industry shorts often made as a mild form of cultural propaganda, illustrated literature, and foreign language feature films. The latter are useful since they reflect the culture, history, ideological concerns and environment of the people whose language is being taught. These films are directed at the native audience without concessions being made to the learner, and all parts of the film can be used for instructional purposes, including the script and the sound track. In discussing the organization of a film project in a second language course, a list of film distributors and films that are available is provided, as well as guidelines for equipment, the use of the script as a textbook, and soundtrack preparation. A discussion of classroom techniques and teaching methods covers the use of the soundtrack, the screenplay, and the film itself. The bibliography which concludes the document cites general film references and references in the areas of film theory and criticism, general history of film, and the history of national cinemas. A list of individual film-makers and screenplays is also included. (CLK)