The University of Missouri adult basic education (ABE) system, developed from the ABE laboratory with the help of Title III funds, consists of a series of subsystems designed to effect behavioral change in undereducated adults through an individualized flexible approach to learning. The subsystems of diagnostic testing; individual counseling, teaching-learning, achievement testing, and group counseling workshops are structured around the psychological and curricular principles of: individualized learning; meaningful and practical adult curriculum; a variety of instructional media; a threat-free learning environment; immediate feedback; active learning situations; and sensitized teachers, aides, counselors, and researchers. Specific curriculums for reading, language, mathematics, and social studies are presented with suggested published materials. The counseling workshop curriculum consists of group activities which are entirely learner centered. A counselor guides learners through units they have devised, utilizing role playing, class talks, panel discussion, guest speakers, films and teacher made materials. (pt)