This publication presents the Adult Language Levels (ALL) Management System as a curriculum and programmatic framework to assist administrators and teachers in implementing a competency-based English for speakers of other languages (ESOL) program. Chapter 1 presents theoretical investigations of adult learning and adult second language development and an explanation of competency-based adult education (CBAE) as an effective teaching approach. The suitability of competency-based principles for ESOL program development is also discussed. Chapter 2 focuses on the importance of and processes involved in conducting an assessment of learners' needs and interests. Chapter 3 highlights the language proficiency levels and testing procedures developed by Baltimore County adult educators to measure the English language abilities of limited English proficient adults. Chapter 4 describes how the instructor uses the results from the needs assessment and proficiency testing to individualize instruction. A sample lesson is included. Chapter 5 presents an overview of how to monitor student progress. Appendixes, amounting to over one-half of the publication, include (1) seven charts that display the life-skill tasks across proficiency levels and that form the foundation of the curriculum framework, (2) seven tables listing each competency task and its respective performance measure, and (3) an annotated bibliography of curriculum materials. (YLB)