Upper-level institutions of higher education, offering course work at only the junior, senior, and in some cases postgraduate level, are discussed. Two upper-level institutions that are part of the University of Houston system are cited as examples: The University of Houston at Clear Lake City and the University of Houston Victoria Campus. In the past 15 years approximately 25 upper-level institutions with a combined enrollment of some 75,000 students have been created. It is suggested that the emergence of these institutions is an attempt to modify and restructure the traditional American four-year baccalaureate program. Survey results indicate that students attending upper-level institutions are primarily older, part-time students who commute to class and appear to be relatively goal-oriented. Partially because they are new, upper-level institutions are small and are experiencing enrollment shortfalls similar to other higher education institutions. Two periods of growth are noted in the history of these institutions. The first began in the late 1960's when educational innovation became popular. However recent years have seen a return to traditional forms of instruction and degree requirements at upper-level institutions. Expansion of these institutions to providing freshman and sophomore curricula as well as postgraduate degrees is also discussed. It is suggested that through expansion of programmatic offerings the upper-level institutions may hope to alleviate the problem of small enrollments and become more like traditional universities. (SF)