This paper presents results of three experiments that examined Japanese English-as-a-Second-Language (ESL) learners' perception and production of to whom and how politely one should speak and what expressions are appropriate for whom in American English. Ratings were made on pictures of various types of people (teacher, professor, policeman, classmate) presented to subjects. Subjects were expected to change the level of politeness, in both American English and Japanese, depending on who the addressee was, especially as the two languages differ in how the speaker weighs factors such as age and status of the addressee and the speaker's familiarity in relation to others. Differences between the learners and native speakers seemed to be due to negative transfer, especially in terms of the age of the addressee; other differences may be attributed to various possible sources. Results indicate that the effects of second language (L2) proficiency were not always as expected. For example, advanced learners were not always closer to the native speaker than the intermediate learners in their judgement, suggesting not much difference between advanced and intermediate learners in levels of pragmatic competence. (Contains 11 references.) (Author/NAV)