This study investigated how the speech act of refusal is realized in Egyptian Arabic by intermediate and advanced American learners of Arabic as a foreign language. It also compared the performance of the learners to that of native speakers of Egyptian Arabic and native speakers of American English. The study aimed to investigate the relationship between the learners' language proficiency and their pragmatic competence. In addition, it examined the extent of pragmatic transfer from L1 and whether there was a relationship between the degree of pragmatic transfer and the level of L2 proficiency. The study also examined how refusals are structured and organized at the discourse level. Four groups participated in the study: 10 native speakers of Egyptian Arabic, 10 native speakers of American English, 10 American learners of Arabic at the intermediate level, and 10 at the advanced level. Data were collected using enhanced open-ended role plays which consisted of 6 scenarios eliciting refusals of offers and requests in equal and unequal status situations. Both quantitative and qualitative data analytic methods were used for analyzing the interactions. Results show that there were important differences between the two learner groups and the native speakers of Egyptian Arabic with regard to the frequency of direct and indirect strategies and individual strategy use. For example, the learners used a higher percentage of direct strategies and a lower percentage of indirect strategies than the native speakers of Egyptian Arabic, especially in higher status situations. The learners also used a higher percentage of the Statement of Regret and Request for Information/Clarification strategies and a lower percentage of the Postponement and Hedging strategies than the Egyptians. With regard to differences between the two learner groups, the advanced students were able to engage in more negotiation and use an overall lower percentage of direct strategies and a higher percentage of indirect strategies than their intermediate counterparts. Evidence of positive and negative pragmatic transfer was observed in the two learner groups; however a higher degree of transfer was observed in the advanced students. Individual differences among the learners were found to play a major role in how refusals were realized. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]