ABSTRACT  Because clinical experience is essential for nursing education, even students with modest-to-low proficiency in English as a second language (ESL) receive training and provide care in clinics. Yet modest-to-low language proficiency could prove hazardous for the students or their patients. Therefore, these nursing students would benefit from special classes in ESL Such classes require prior needs analyses that precisely articulate academic and clinical language needs. These needs statements serve as suggestions for course content. Reported here are the results of an extensive needs analysis for ESL-speaking graduate nursing students. The approach to needs definition derives from Stufflebeam et al. (1985). The analysis focuses on skills required for school, clinical practice, and interaction with a multicultural, socially stratified patient population. Resulting needs statements are organized in terms of (1) Speech Production Accuracy, (2) Academic Performance, (3) Clinical Performance, (4) Dialect (Cultural) Variation, and (5) Inferencing Skills.