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This study was designed to answer the following question: What factors affect Latino students' attendance at free adult English classes? As an ABE ESL instructor, I am concerned about why potential students, specifically Latino students, do not attend classes. A gap exists between the number of students who are in class and those who need to learn English but are not in classes. The methods used in my study included focus groups, a discussion group and writing task, and short informal interviews. The participants were Latinos who currently attend classes, past attendees, and potential attendees. The results indicated that work and family (children), along with personal empowerment, life experiences, cultural values, and peer relations were critical factors that supported and hindered the students' attendance. From these results suggestions for improving student attendance in ABE programs were formulated.