The U.S. Office of Education sought applications for a first-year proposal of a potential three-year staff development project in each of nine Health, Education, and Welfare regions. Region II (New Jersey, New York, Puerto Rico, and the Virgin Islands) received one of the grants with the objective of designing a competency-based staff development system. The project staff were to assume the roles of six change agents (analyst, advisor, advocate, systems linkers, innovator, and trainer) to reflect the Project's staff perception of their responsibilities. A systems model was used which contained eight elements; the nature of the elements varied according to the needs of each section of the region because of geographic, cultural, economic, and population differences. It is hoped that an evaluation design will be developed to determine the effectiveness of the Project in coordinating efforts by the region to upgrade pre and inservice training capabilities for personnel in adult basic education. (Details of individual State objectives and procedures as well as a three-year budget summary are included.) (AG)