A study was undertaken to identify useful methods for measuring progress in English language proficiency among students at the Yemen-America Language Institute (YALI) in Sana'a, Yemen. The study examined factors critical to such progress as well as the profiles of student attitudes and demographic characteristics. A questionnaire was administered to the student body, and other student data were collected. Measures of English language learning progress included: gains on the Test of English as a Foreign Language (TOEFL) over two terms; YALI grades; and attendance. Factors expected to influence language learning progress were: age; number of dependents; motivation; self-esteem; learning style; and level of enrollment in YALI. Results show a negative correlation between age, number of dependents, and TOEFL gain. There was a positive correlation between motivation and self-esteem, associated with high TOEFL gain rather than low. A negative correlation between enrollment level and TOEFL gain was indicated for those with low gain. Learning style and enrollment level showed a positive correlation for those with high gain. These results suggest that students in the program who succeed in class are highly motivated and able to adjust their learning styles, characteristics that promote academic success. However, no one characteristic correlates positively with TOEFL gain. Construction of an academic readiness measure is recommended. (Author/MSE)