Abstract T his study was conducted in three colleges in Egypt, Saudi Arabia, and Bahrain. It comparatively examined listening skills, motivation for learning and attitudes towards using Content-Based Instruction (CBI) among three student groups in addition to identifying what common needs students in these three colleges had in relation to ESP courses. The study used one group pretest-posttest research design with 124 science major sophomore students enrolled in ESP courses in the three colleges. Instruments of the study encompassed a needs- analysis survey of English language skills, semi-structured interviews, a test of English listening skills, in addition to two scales; a scale of motivation for learning, and an attitude scale towards CBI. The results demonstrated that there are statistically significant differences between the averages of the three groups in the dimensional administration of the listening test, and these results also confirmed the effect of using CBI on improving English listening skills among ESP students; additionally, high levels of motivation and positive attitudes were exhibited by all the three study groups in Egypt, Saudi Arabia, and Bahrain. This suggests the effectiveness of incorporating CBI in ESP courses on students' motivation, their attitudes towards CBI and their English listening skills.