Middle Eastern students face cultural conflicts in adapting to the western value system. While feeling obligated to maintain their native culture they also need to feel comfortable with the culture of their target language. In attempting to identify with a new group, ESL students may sense a loss of membership in their native group. Culture stress may arise when individuals reach a state of not belonging to either their native or second language group. ESL teachers and administrators need to be aware of this conflict so they may help these students function in a foreign society. A questionnaire was given to higher level intensive ESL students to ascertain their major positive and negative reactions to adjusting to American society and intensive ESL coursework. ESL students have problems with differences in stress, intonation, dialect variation, social register, idiomatic usage, and conversational strategies. These problems can disrupt communication. In the classroom, ESL instructors need to be aware of Middle Easterners' cultural biases to develop effective classroom strategies. Matters of religion, diet, hygiene, sex roles, proxemics, and punctuality reveal cultural differences and may cause problems that must be handled with empathy in order to ease the foreigner's transition into society. (JK)