The focus of this practitioner brief is: How do adult English-as-a-Second-Language (ESL) students manage their learning? The adult ESL instructor found that his students wanted more opportunities to speak English in class, and to practice actual oral communication skills in English, but felt too much of their time and effort was directed into rote memorization, written translation, reciting, and checking dictionaries. To help make this happen, the instructor engaged in learner interviews, class observation, and looking over student notebooks. The data showed that the adult ESL learners managed learning as a coordination of their personal needs, cognitive strategies, and previous learning experiences. Their personal needs usually consisted of their comparisons of English to the structure of their native languages, or social needs arising from problems in conducting daily routines such as shopping. Cognitive strategies generally included recall and comprehension practice. What was missing from nearly all of these learning strategies were higher strategies such as analysis, synthesis, and evaluation. (Adjunct ERIC Clearinghouse for ESL Literacy Education) (KFT)