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Second language acquisition (SLA) researchers have not adequately explored English as a Second Language (ESL)students’ use of English in academic settings other than the language classroom. Social contexts of language learn-ing, such as students’ content course classrooms, affect not only the amount and the type of input learners receive,but also the extent to which learners are able to engage in meaningful real-life communication in the target language. Anincreasing educational concern in American academic settings is some ESL students’ minimization of theimportance of verbal communication in their content courses. To challenge the linguistic explanation of the inability ofESL students to adapt to active oral participation modes in their content courses, this study, by focusing on Asian graduatestudents in different majors in a US university, examined multiple pertinent factors affecting their oral participation modesvia both classroom observations and interviews. Sociocultural, linguistic, cognitive, affective, and pedagogical/environmental factors were found to influence these students’ oral communication in their content courses, withsocio-cultural factors exerting the largest influence on students’ classroom reticence. Directions for further researchare recommended.