Black South African learners are registered in ex-Model C schools to receive their education. The language of learning and teaching is English, whilst these learners’ English language proficiency is limited. They come from different townships and rural areas, and their home languages are indigenous languages. Limited English Proficiency (LEP) is a serious barrier that hinders the learners’ true potential. The Department of Education expects the schools to assist the learners by identifying the gaps in their education early, and by offering support. The study aims to investigate and describe the challenges facing black, English second-language South African learners and to meet their needs by offering suggestions as to how they could be assisted to learn and achieve according to their full potential. There is a need to heighten the awareness of different stakeholders who are involved in educating the learner and to stimulate their interest to assist in meeting the learners’ challenges. The author has made use of mainly qualitative research methodology, and in some instances had followed the quantitative method of research. All the participants were from a specific ex-Model C school in Pretoria. The data were gathered by means of a literature review, document analysis, questionnaires, and classroom visits and observations. The study has revealed that the black South African learners in ex-Model C schools are faced by numerous challenges owing to their limited English proficiency, and that they do not meet the requirements to pass their grades. Their inability to cope affects their self-esteem and confidence negatively. The learners do not take risks to participate actively during lessons as they tend to avoid embarrassment and being teased by their peers. The study further revealed that there are other contributing factors to the learners’ challenges, such as teachers who cannot assist the learners in the language that the learners understand (indigenous languages), parents’ limited English proficiency, learners rising at 05:00 to prepare to get to school, late attendance of classes, absenteeism, waiting till late in the afternoons to be fetched from school, unsupervised homework and a lack of appropriate resources at home. The study resulted in formulating guidelines and recommendations that will help meet the challenges faced by black South African learners in ex-Model C schools, and support them. / Dissertation (MA)--University of Pretoria, 2012. / African Languages / unrestricted