This study aims to investigate the differences between British and American English in some different levels and aspects regarding (semantics, syntax, and phonology). Also, the paper attempts to reveal the problems which may face English language learners who do not use it as a first language, especially Sudanese English language learners.The theoretical framework of the study consists of many studies previously conducted in the field of the study. The results and findings assume that there are some differences between American and British English in some language levels and aspects, which may cause many problems for those who use the English Language as a second or a foreign language. The study includes some recommendations which may be beneficial in solving the problems which the Sudanese ESL /EFL learners encounter as a result of these differences.
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