The purpose of this study is to the rural and the ‘cultural’ and to determine their problems effect on the learning of English. Twenty students from different ethnic backgrounds and English language proficiency in six rural schools in Terengganu, Malaysia were interviewed. In addition the teachers also from different rural schools and ethnic backgrounds responded to a questionnaire. The problems discussed by both the teacher and student respondents arose due to the rural cultural setting. The findings of this study show that 1) five major problem areas exist, namely peer pressure and motivation, attitudes towards English ,teaching methodology, school culture ,influence of Islamic teaching on the learning of English 2) the problems discussed by the teachers and students are similar and 3) most importantly all these identified problems are closely related to the rural setting. Therefore, one can conclude that rural cultural factors adversely affect English Proficiency of the rural students of this study.