Using a think-aloud procedure, we observed the behavior of 15 university students in Australia with experience in Italian as they attempted to learn the meanings of new foreign language (Italian) words. The great majority of the procedures they used involved some form of repetition of the new words and their meanings-mostly a simple reading of the dictionary-like entries provided, or repetitions of the word-meaning complexes. They gave relatively little attention to the physical or grammatical features of words, nor did they commonly use elaborative acquisition procedures. The lack of association between use of context and recall of word meaning is of major interest, given the stress placed on context by many researchers and commentators. Even when students did use the cues in the sentences to generate possible meanings for the target words, this did not help them establish representations for the meanings of the words. Consideration of the use of context in vocabulary acquisition suggests a need to distinguish between the use of context for generation of meaning of a new word and the use of context for acquisition of the meaning for subsequent recall.