This study is a discussion of the phonology of Tagalog and Pampango, two of the major Philippine languages. The contrastive analytical description deals both with the segmental and the suprasegmental phonemes. They are analyzed as to their form, structure, and distribution. Tagalog and Pampango phonemes are described using conventional taxonomic phonemes and allophones. The extent of the differences between the two languages with regard to phonology is discussed to point out the problems and the places where they will occur for Pampango learners of Tagalog. The chief difficulty for the Pampango learning Tagalog segmental phonemes is that he may confuse /'/ and /h/. There are cases where he seems to substitute /’/ for /h/, although actually he does not produce the glottal sound but a "breathy glottal stop." He finds final /o/ and /u/ difficult because he makes no distinction between these two sounds. He uses them interchanges ably favoring the higher vowel /u/. All Tagalog diphthongs are missing from Pampango and they constitute a really tremendous problem for the Pampango learner. The problem is so great that he should be taught as a top priority the diphthongs /iw/, /ey/,/ay/, /aw/ and /uy/ which are to be classed as new categories for a Pampango learner of Tagalog. Extensive drill should be given on these items. The rising-falling pitch pattern /231 / of Tagalog will probably be a serious problem for Pampangos because of the tendency to replace it by /213 / or at best /212 /. Much drill should be given to Pampango students in this area because they are likely to carry over their intonation patterns in speaking Tagalog. In general, the pronunciation difficulty of Pampangos learning Tagalog will arise from the systematic differences in phonological structure between the two languages, such as differences between the phonemic inventories, differences in the phonetic realization of phonemes which are being learned by the students, and differences in the distribution of the phonemes which occur in both languages. / Arts, Faculty of / Classical, Near Eastern and Religious Studies, Department of / Graduate