A study investigating the factors most important in creating and maintaining English-as-a-Second-Language (ESL) programs for Hispanic women in prison is reported. The study was undertaken by an ESL teacher who was also an inmate in a maximum security women's correctional institution. Introductory sections describe the prison, inmate population, history of educational programs, and development of the ESL class. The study's methodology is then outlined. The researcher, a Hispanic woman, inmate, and ESL teacher, drew data from her own and assistant tutors' journals concerning ESL instruction, interviews in Spanish with 9 students, and student portfolios. Analysis focused on the roles of self-esteem, motivation, educational history, peer influence, and attitudes toward learning in student success. Two major patterns emerged: (1) Hispanic women with greater motivation, higher self-esteem, longer native-language educational preparation, and more positive attitudes toward learning were attracted to classes that allowed them to further linguistic skills and prepare for more advanced learning, and (2) by participating in humanistically-organized ESL classes where their opinions, values, ideas, and emotions were considered, they were treated with respect and understanding, and they learned from their peers, Hispanic women inmates further improved their motivation, self-esteem, and attitudes toward learning. Implications are discussed and recommendations made for prison teachers and administrators. Contains 26 references. (MSE) (Adjunct Clearinghouse on Literacy Education)