Developed in order to understand how learning theory can be applied to software application in the classroom, the learning model discussed in this paper is based on the assumption that the learner wants to learn, accepts a challenge, has a willingness to try software, and will become independent in choosing software and making it work. A hierarchy of software complexity developed through observation of students is identified that delineates four levels ranging from simple feedback programs at the lowest level through increasing learner control to utility programs. The following parts of the model are then discussed in the context of an adult computer classroom: (1) insight into students' knowledge and needs; (2) choosing appropriate software; (3) hands-on work; (4) establishing an appropriate level of challenge; and (5) sharing of experiences and results. Two footnotes and a five-item bibliography are included. (MES)