family literacy, and workplace sites) for a year or more to examine their experiences of learning and change. Each program was aimed at enhancing participants? English language fluency, content knowledge, and effectiveness as students, parents, and/or workers. The purpose of this study was to better understand how these adults experienced learning in their programs; how this learning transferred to their roles as parents, workers, or learners; how the programs supported and challenged their learning; and how this learning helped them change. This was the first in-depth study examining how adults ?make meaning? of their learning experiences in ABE/ESOL programs. This paper addresses questions of methodological and practical importance: What methodological challenges might be encountered when conducting research that relies heavily on language (to understand the content of learners? thoughts and assess the structure of their thinking) with adult ESOL learners? How might researchers adapt measures and develop strategies to better understand ESOL learners? perspectives on their program experiences and meaning making? What are the lessons learned from adapting measures to better suit this population? The adults who participated in this study made time available on three (and at one site, four) separate, extended occasions to share their thinking via a variety of data collection methods and tools. This study demonstrates that language-based research measures can be administered if the effectiveness of the measures is carefully monitored and assessed, if they are properly adapted, if the students' expressive English skills are adequate, and if multiple measures are used to triangulate findings and assess validity. The following are appended: (1) Focus Group Questions for Family Literacy Site; (2) Participant Interview #1; (3) Subject-Object Interview Procedures; (4) Paper and Pencil Measure: Sentence Completion Test; (5) Learner Vignettes: Community College Site;e.