A study investigated the levels of language proficiency and language anxiety of English-as-a-Second-Language (ESL) learners. The goals of the study were: (1) to determine the effect of gender differences and learner specialization on levels of English language anxiety; (2) to study the relationship between gender differences and academic specialization in language testing anxiety; (3) to discover whether ESL learners' language proficiency level is influenced by their language anxiety level; and (4) to investigate the relationship between ESL learners' language anxiety test scores and their language proficiency test scores. The Test Anxiety Inventory, Tanta University English Language Proficiency Test for College Freshmen, and the Tanta University English Language Proficiency Test of English Syntax were administered to 731 college ESL learners in Egypt. Research findings indicated significant differences between male ESL learners and female ESL learners. Results indicated a significant interaction between gender differences and specialization in language anxiety. ESL learners with high language anxiety levels tended to do poorly on language tests, whereas ESL learners with low language anxiety levels seemed to perform successfully on the language tests used. (36 references) (Author/DJD)