The growth in the student population within higher education against a background of government policy promoting the concept of "widening participation" has led to much debate about the nature of university teaching. Academic engagement of all students within increasingly large and diverse classrooms has proved difficult to achieve. The research that we report here is part of a two-year ESRC/TLRP-funded project, whose key aim is to develop strategies for encouraging academic engagement and participation of "all" students by creating inclusive learning environments. In this paper, we report on the first stage of this project by exploring some of the sociological, epistemological and pedagogical reasons why learning environments may impact differently on first year students. We do this by asking over 200 "pre-entry students" what conceptions they have about higher education, university teachers, their subject and themselves as learners prior to enrolment at university. We consider how these conceptions might influence how they engage in, and benefit from, learning at university.