A study investigated the adjustments made in classroom behavior and teaching techniques by western-trained English-as-a-Second-Language (ESL) teachers in Japanese universities. Subjects were 16 instructors at three institutions, all with native or native-like English fluency and all trained in Canadian or United States graduate programs for ESL teachers. Data were gathered through interviews, classroom observation, and audio-recording of observed classes. Results indicate that the teachers made a variety of adaptations to teaching in Japan, with the results that their classrooms were not highly communicative. Most classes were teacher-centered, with Japanese used frequently in group work, and little interaction contributing to English language development. While the texts used were communicative in approach, most classes emphasized meaning over form, despite some teacher feedback focused on form. All classrooms demonstrated adaptations to the Japanese context, with many of the changes suggesting altered teacher expectations. Teachers had devised various means to motivate students, including point systems or other techniques for rewarding participation. No relationship was found between length of teaching experience in Japan and classroom instructional techniques. Implications are discussed. Contains 22 references. (MSE)