Abstract:We present an Integrated Contrastive Model of non-numerical quantificational NPs (NNQs, i.e. 'some people') produced by L1 English speakers and Mandarin and Korean L2 English learners. Learner corpus data was sourced from the ICNALE (Ishikawa, 2011(Ishikawa, , 2013 across four L2 proficiency levels. An average 10% of L2 NNQs were specific to L2 varieties, including noun number mismatches (*'many child'), omitting obligatory quantifiers after adverbs (*'almost people'), adding unnecessary particles (*'all of people') and non-L1 English-like quantifier/noun agreement (*'many water'). Significantly fewer 'openclass' NNQs (e.g a number of people) are produced by L2 learners, preferring 'closed-class' single lexical quantifiers (following L1-like use). While such production is predictable via L1 transfer, Korean L2 English learners produced significantly more L2-like NNQs at each proficiency level, which was not entirely predictable under a transfer account. We thus consider whether positive transfer of other linguistic forms (i.e. definiteness marking) aids the learnability of other L2 forms (i.e. expression of quantification).