abstract: ABSTRACT The absence of the consonant sound /p/ in Libyan Arabic leads Libyan speakers of English to pronounce /p/ as /b/. This study examines how Libyan Arabic speakers distinguish the English /p/ and /b/ in their production of L2 English. The study also examines the effect of the production contexts and the learning environment on two groups of Libyan Arabic speakers' attainment of the English /p/ in the USA and Libya. The study collected voice recordings of word-initial /p/ and /b/ in isolated-words, minimal pairs, and sentences in English from both Libyan Arabic speakers and American English speakers. The study also collected Libyan Arabic stop consonants /b/, /t/, /d/, /k/, and /g/ from the Libyan participants. The voice recording data were collected using the WhatsApp mobile application from all participants and the Libyan Arabic participants were also asked to fill an online survey. Using voice onset time (VOT) as a measurement tool, this study measured the English and Libyan Arabic data through Praat software. The findings show that most Libyan Arabic participants distinguish between /p/ and /b/, but they did not have as high VOT averages as the American participants' /p/. It also reveals that the production context, especially in minimal pairs and sentence contexts, has an effect on their participants' production. However, the learning environment does not have an effect on the Libyan participants' pronunciation of /p/ in this study. / Dissertation/Thesis / Masters Thesis English 2014