It is generally recognized that students' feelings about learning affect their ability to learn. One of the three strongest influencing factors on second-language learning is classroom anxiety. This paper focuses on student emotional distress in the English as a second language (ESL) classroom, and suggests that one of the primary causes of this distress is unfamiliar instructional practice encountered in the United States. To explore student in-class emotional negativity and its relationship to instructional factors, a survey was conducted with 72 adult learners of ESL and their 15 instructors. They were asked to respond to 42 items related to: (1) language skill development priorities, (2) learning/teaching activities, (3) classroom protocol, and (4) classroom environment. Thirty-two percent of the students rated themselves as unhappy with their classes in the United States. The data tended to support the hypothesis that those students who experience the most anxiety, confusion, distress, frustration, are also the students whose expectations and objectives are the most disparate from those of the instructors. Pedagogical implications and suggestions for resolution of the problem are given. (Author)