This paper attempts to reveal and examine the psychological process by non-native speakers(NNS) of Japanese in two dif ferent conversation situations: NNS-NNS (Third-party Language) and NNS-NS (Partner Language). 74 students from Asian countries answered questionnaires regarding their feelings, concerns and where they place their attention during each conversation. Factor analysis of the 148 data samples collected has identified 6 psychological process rules from these conversations. The factor scores were further analyzed by paired t -test, and the result indicates that NNS tend to consciously pay more attention to NS partner’s facial expressions and behaviors, and try to avoid conflicts or problems when they communicate. On the contrary, conversations between NNS-NNS show that they tend to express themselves more actively and consciously try to develop the conversation further. Therefore, this result suggests that NNS's psychological process can be related to the following assumption by the NSS: Partner language contact situation cases tend to make NNS nervous; while Third-party language contact situation cases are received as more relaxing conversations.

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