Factors were studied that influence attitudes of Asian English-as-a-Second-Language (ESL) learners in order to better understand possible reasons why attitudes may change and ways they may be influenced. Special attention was given to cultural and education differences, difficulties relating to nonliterate adult learners, and strategies to assist ESL learners. A survey of 30 adult Asian ESL students from Laos and Vietnam provided demographic and attitudinal information, and findings indicated that cultural and educational differences between Southeast Asian and American learners can have an impact on reading attitudes. Frustration was reported in several areas: believing that pronunciation, not meaning, is the purpose for reading; lack of concentration due to survival problems; lack of vocabulary; grammatical differences; and frustration with time needed to become fluent. Useful strategies were identified, including: providing relevant materials; incorporating vocational ESL as proof that language training is useful; using of multiethnic or multicultural education; and using of students' background knowledge. Contains 36 references. (Author/LB)