This 3-year project examined the processes and strategies employed by English-as-a-Second-Language (ESL) and native-English-speaking students when learning from academic texts. A conceptual model guided the analysis of talk aloud protocols elicited from students as they answered questions from textbook materials used in an introductory oceanography class. Results indicated that knowledge base differences were more important than language group differences, and the most difficult questions were those requiring application of textbook information to a new situation. The data suggest that ESL students with high levels of domain-specific knowledge may compensate for less than perfect proficiency in English by employing relevant conceptual knowledge and using that knowledge to aid text processing. Overall, project activities indicate that ESL and native English speakers attempt to use similar strategies when they read text. Most individuals demonstrated flexibility in the strategies they used for comprehension. Reasons for differences in performance appeared to reside in the likelihood that the strategy produced the "correct" result and in processing efficiency. Important questions for future research are those that address the nature of the cognitive, motivational, and attitudinal costs of inefficient processing and the developmental course of efficient processing in English by ESL speakers. Twenty-eight tables and 13 figures are included. (Author/JL)