A variety of English-as-a-Second-Language (ESL) instructional activities based on the film "Kramer vs. Kramer" are described. The first involves having students identify the characters and their relationships to one another, and at a higher level, information about their characteristics and feelings. A second is an exercise in observation of physical details in the film, including description of actions using various verb tenses. An exercise leading into composition has students in different groups match portions of sentences from a letter, then compose a letter or diary from one character's point of view. In a fourth activity, one group of viewers prepares questions about a scene for another group. Two dialogue exercises focus on emotions expressed and vocabulary usage in two pivotal conversations. In relation to one film segment in which time is a critical element, students can develop questions and answers concerning time and its passage. An additional activity focuses on language use in resolving legal matters. Comparison exercises can be in the form of a debate about the characters. Discussions can focus on the merit of legal decisions, parallels in various scenes, and changes occurring during the story. Extension and followup exercises are also suggested. (MSE)