Seven mature-aged women from the University of Newcastle's enabling course (Open Foundation Certificate) participated in the study. Measures of Approach to Learning (Biggs,1987) and Causal Attributions (Chan, 1994) were taken in the first and last weeks of the semester. Two focus groups were also held at the beginning and end of semester. Data revealed a general decline in deeper learning and increase in surface learning in conjunction with a shift from personal control to self-blame for failure attributions. These changes were reflected in the qualitative data, where the women revealed negative feelings about time management, about a perceived competitive assessment regime, and a sense of alienation from aspects of the learning environment (particularly feelings of inadequacy and anxiety, as well as a fear of possible humiliation, in lectures). Additionally, the women reported lowered self-efficacy sentiments and perceived lack of family support as major reasons for a general feeling of loss of coping. The data is seen as consistent with prior research into women's experiences in adult education (e.g. Ancis & Phillips, 1996). Recommendations for change are outlined.