This study examines the role of upward social comparison on confidence and adaptation of English-as-a-second-language (ESL) students, and how their mindsets are linked to this process. While upward social comparison can inspire and provide information for self-improvement, it can also threaten one’s self-confidence. I hypothesize that students’ mindsets predict their engagement in and response to upward comparisons. Two studies (n=423) showed that most students tend to compare themselves with others who have superior English proficiency, but those with fixed (vs. growth) mindsets were less likely to do so. In addition, students with fixed (vs. growth) mindsets felt more threatened after upward comparison (vs. control). That is, students with growth mindsets were less anxious about being evaluated and more confident in their ability to adapt to the academic environment. These findings suggest ESL students use their mindsets to navigate linguistic surroundings, and those with growth mindsets are better equipped to adapt.