In 1991, Malaysia launched the Vision 2020 agenda to create a time frame for achieving the status of a developed nation.English is considered an integral part of the Malaysian development process.In this regard, English language teaching and learning as a second language is a major national concern.However, the challenges of learning English as a second language are manifold, especially for secondary students from the lower socio-economic strata who live in rural communities.To date, an understanding of these challenges is generally confined to an individualist perspective.The argument in this research project is that a cognitive approach to second language learning whilst necessary is insufficient to significantly improve ESL outcomes for disadvantaged social groups in Malaysia.Thus, this research project presents evidence to support an innovative sociolinguistic paradigm for understanding the process of English language acquisition among Malaysian rural schoolchildren.This paradigm foregrounds the role of students’ environment for understanding, and responding successfully to, problems of underachievement in English by students from disadvantaged social groups in the classroom. The greater the congruence between the social and cultural practices outside the students’ homes with the practices valued in the English language classrooms, the higher the level of achievement among the students.The key concepts to map the dissonance or proximity between out of school practices and practices in the school are drawn from the works of Bourdieu,The data was collected primarily from year 10 students in a rural secondary school situated in northern Malaysia, that is, Kedah.A combination of questionnaires, individual interviews and focus group interviews were used to elicit data from students.In addition data was collected from teachers and administrators.Data was collected between April 2005 and December 2005, over a nine month period.Students were divided into two groups, that is, high achievers and low achievers in English, based on their performance in nationwide national examination for year nine students.The final data analysis comprised input from 205 student questionnaires, 26 individual student interviews, and three focus group interview