The second phase of a three-phase study undertaken in Iowa provided a detailed analysis of the adult basic education/English-as-a-Second-Language (ABE/ESL) population. Objectives were to determine student motivation, segment the ESL population into groups based on group behavior, segment the population into groups based on ethnicity, and describe ethnic groups according to sociodemographic and motivational variables. Data were collected through interviews with 240 ESL students in 4 large urban programs. Findings indicated considerable similarity between motivations of ABE and ESL students. They were motivated by the need for self-improvement, a desire to help children, employment and economic concerns, and a desire to read and write. Different motivations for ESL students were self-improvement through social integration and better functioning/reduced isolation. Motivational segmentation identified six groups: family women, strivers, integrating Southeast Asians, the least family oriented, and better-educated temporary residents. A cultural segmentation identified five ethnic groupings: Latin Americans, Middle Easterners, Southeastern Asians, Far Easterners, and Europeans. Significant differences were identified between groups in respect to motivations and sociodemographic variables. (The instrument is appended.) (YLB)