--2-- Harper's earlier sentence generation program differed from other versions in its use of data on lexical co- occurrence and word behavior, both obtained from machine analysis of written text. These data are incorporated with some modifications in a new program designed to pro- duce strings of sentences that possess the properties of coherence and development found in "real" discourse. (The actual goal is the production of isolated paragraphs, not an extended discourse.) In essence the program is designed (i) to generate an initial sentence; (ii) to "inspect" the result in order to determine strategies for producing the following sentence; (iii) to build a second sentence, .making use of one of these strategies, and employing, in addition, such criteria of cohesion as lexical class recurrence, substitution, anaphora, an4 synonymy; (iv) to continue the process for a prescribed number of sentences, observing both the general strategic principles and the lexical context. Analysis of the output ~ill lead to modification of the input materials, and the cycle will be repeated. This paper describes the implementations of these ideas, and discusses the theoretical implications of the paragraph generator. First we give a description of the language materials on which the generator operates. The next section deals with a program which converts the language data into tables with associative links to minimize