<p> This dissertation investigates the occurrence of an intermediate stage, termed a covert contrast, in the acquisition of Mandarin Tone 2 (T2) and Tone 3 (T3) by adult speakers of American English. A covert contrast is a statistically reliable distinction produced by language learners that is not perceived by native speakers of the target language (TL). In second language (L2) acquisition, whether a learner is judged as having acquired a TL phonemic contrast has largely depended on whether the contrast was perceived and transcribed by native speakers of the TL. However, categorical perception has shown that native listeners cannot perceive a distinction between two sounds that fall within the same perceptual boundaries on the continuum of the relevant acoustic cues. In other words, it is possible that native speakers of the TL do not perceive a phonemic distinction that is produced by L2 learners when that distinction occurs within a phonemic boundary of TL.</p><p> The data for the study were gathered through two elicitations of tone production, a longitudinal analysis, and two perception tasks. There were three key findings. First, both elicitations showed that most of the L2 participants produced a covert contrast between T2 and T3 on at least one of the three acoustic measures used in the study. Second, the longitudinal analysis reveals that some L2 participants progressed from making a covert contrast to a later stage of implementing an overt one, thereby supporting the claim that making a covert contrast is an intermediate stage in the process of acquiring a L2 phonemic contrast. Third, results of the perceptual tasks showed no reliable difference in identifying and discriminating Mandarin T2 and T3 on the part of the L2 learners who produced a covert contrast and those who produced an overt contrast, indicating that there was no reliable difference in the two groups&rsquo; ability to perceive the target tones. </p><p> In all, the occurrence of a covert contrast in the process of acquiring Mandarin T2 and T3 suggests that L2 acquisition of a tonal contrast is a gradient process, one in which an intermediate step occurs before a L2 learner reaches the final stage of implementing an overt contrast that is perceived as target-like by the native speakers of the TL.</p>