A model of second language learning is proposed which attempts to account for discrepancies both in individual achievement and achievement in different aspects of second language learning. The model outlines aspects of the input of information through various kinds of exposure to the language, the storage of that information for the language learner, and the responses that are produced as a function of the stored information.The operation of the model is explained in terms of learning processes and learning strategies. The former refer to the obligatory relationships that hold between aspects of the model and are true for all second language learners. The latter describe a group of optional strategies that may be employed by different language learners and in different learning situations. Individual learner characteristics, such as language learning aptitude and attitude, affect the efficiency with which the processes will operate for an individual and the extent to which he will use the learning strategies.Illustrations are provided to explain how the model would account for performance on a number of different learning tasks.