Many native speaker composition classes and increasing numbers of ESL composition classes use small group work and peer responding to improve writing. Teachers who have used peer responding are generally convinced of its usefulness, but many are unaware of the special problems ESL writers and readers face when asked to comment on a classmate’s writing. These problems stem partly from ESL students’ lack of experience in using techniques like peer responding and partly from the varying rhetorical expectations that readers from other cultures bring to a text. This paper discusses the issues surrounding the attempt to bring ESL writers into the American academic discourse community through the use of peer responding in ESL writing classes.