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This study examines the ways in which adult male students approach learning English as a second language. A number of recent studies have indicated that many male learners experience considerable difficulty participating in language classes. In particular several studies have found that course failure rates of male language students were higher than those of females. The objectives of the present study, therefore, are to: describe the preferred strategies of a group of male students for approaching language learning; describe the strategies they use when interacting in class discussion; and to examine the relationship between learning strategies and ESL academic achievement. This broad subject has been narrowed down to a specific focus on how male ESL students develop oral and aural skills. The subjects are a small group of students of the Adult Migrant English Service Program, Canberra. Data have been obtained through questionnaires, interviews and observations in classroom settings. The questionnaires and interviews aim to reveal how frequently, and in what situations, certain learning strategies appear important to the male students' participation in language learning. These strategies include those of memory, cognition, compensation, meta-cognition, social communication and emotion. The observations examine patterns in interaction. Both the questionnaire and observations provide the basis for statistical analysis. Literature covering the role of strategies and styles in second language learning, the characteristics of adult learners; and gender differences in the range of strategies used by adult learners has been examined and used as a foundation for the present study. Strategies for listening and speaking are often used without conscious attention given to them. However, given the right learning environment, male students may develop a range of strategies that may assist them in ESL learning. This environment exists both informally, in the community, and in the ESL classroom. It was found that students who used ESL frequently in community life, such as in a workplace setting, had developed a "strategy awareness" and were able to call on a broad range of strategies to help them when interacting with other speakers. Within the classroom, it was observed that unstructured discussions using open-ended themes encouraged male students to use a variety of strategies, such as asking questions, asking for clarification and expanding ideas, to enable them to participate in the communication. The findings of this study suggest that an awareness of and ability to apply appropriate learning strategies have an important place in helping male students participate in selected language learning activities and to develop their ESL skills. An examination of Australian Second Language Proficiency Rating scores and the Certificate in Spoken and Written English III results revealed that students who were successful in these assessment measures, were those who were observed and who reported frequent awareness and utilisation of the above mentioned strategies. Finally, it can be suggested that because not all male students have equal opportunities to use ESL in community life, the English language teacher is in an ideal position to develop students' strategy awareness. For this to occur, the teacher also needs to create a learning environment whereby students are encouraged to select from these strategies and to utilise them in appropriate ways.