The study described here sought to identify and define "learning behaviors" characteristic of those adult students who were highly successful in acquiring listening and speaking fluency in French in an intensive language training program. Data were collected from behavioral observation of students in the classroom, in-depth interviews with them, pre-training questionnaires and objective predictive measures. The learning behaviors are described including their frequency of occurrence during selected classroom activities and the relationship of these behaviors to achievement in listening and speaking skills. The statistical analyses are supplemented by group findings from interviews with the eleven highest and seven lowest achievers. Findings are interpreted in terms of an information processing model. The results suggest that the most successful learners are those who use their exposure time in the L2 actively and who seek to extend this outside the classroom. With regard to the appropriateness of an information-processing model for language learning, one conclusion is that satisfactory explanation of the language acquisition process remains beyond the reach of present theory or research. (Author/AMH)