ABSTRACT  This case study observed a beginning-level Japanese language class of eight students taught via satellite at a high school in the United States over a period of one academic year. The study investigated the nature of learning experiences, the level of students' motivation and attitudes toward Japanese speakers and learning Japanese, the degrees of language skills development, student-teacher interaction during the once-a-week telephone conversation and broadcast classes analyzed by modified COLT. The results show that while students' involvement in learning was rather restricted due to technical, instructional and administrative limitations, students maintained their levels of motivation and positive attitudes and demonstrated gains in language skills, which may be facilitated by the communicative nature of the telephone conversation and the presence of a student tutor. These results offer some suggestions to satellite program providers and school administrators.