This study examined the effect of presumed mismatches between speech input and the phonological representations of English words by native speakers of English (NE) and Spanish (NS). The English test words, which were produced by a NE speaker and a NS speaker, varied orthogonally in lexical frequency and neighborhood density and were presented to NE listeners and to NS listeners who differed in English pronunciation proficiency. It was hypothesized that mismatches between phonological representations and speech input would impair word recognition, especially for items from dense lexical neighborhoods which are phonologically similar to many other words and require finer sound discrimination. Further, it was assumed that L2 phonological representations would change with L2 proficiency. The results showed the expected mismatch effect only for words from dense neighborhoods. For Spanish-accented stimuli, the NS groups recognized more words from dense neighborhoods than the NE group did. For native-produced stimuli, the low-proficiency NS group recognized fewer words than the other two groups. The-high proficiency NS participants' performance was as good as the NE group's for words from sparse neighborhoods, but not for words from dense neighborhoods. These results are discussed in relation to the development of phonological representations of L2 words. (200 words).