This digest discusses the contextual factors that affect students' learning of a second language. These individual, social, and societal factors can be considered from the perspective of the language, the learner, and the learning process. These perspectives are discussed as they relate to learning any second language, with a particular focus on how they affect adolescent learners of English as a second language. Issues related to language include language distance, native language proficiency, knowledge of the second language, dialect and register, language status, and language attitudes. Contextual factors related to the learner include the diverse needs of the learners, peer pressure, the absence of role models, and the level of home support. Factors related to the learning process include the following: learning styles, motivation, and classroom interaction. (VWL)