ABSTRACT Although the number of public secondary school students enrolled in foreign language courses increased by 5.8 percent between 1982 and 1985, student enrollment in French and Spanish classes continued to decline precipitously from Level I (first year) to Level V (fifth year). This study addressed the issue of student retention in and withdrawal from French and Spanish classes beyond the basic two-year high school sequence. The degree of influence of 16 factors on the continue/discontinue decision was measured through a Likert-scale questionnaire as well as through demographic data. Chi-square testing, t tests, and comparison of ranks were utilized to determine the strongest and weakest influences for continuing and discontinuing students. Continuing students indicated practical, utilitarian reasons as prime motivators for continuing (enhancement of college applications and language usage). Discontinuing students withdrew because of other courses that they found more suitable and because of concerns about both the level of difficulty of the following course and concerns about their present progress.