A program incorporating adult language competencies into adult English-as-a-Second-Language (ESL) instruction is described and evaluated. In the program, a control group of upper intermediate students was taught grammatical skills by traditional methods that do not include experience-based competencies appropriate to adult instruction. An experimental group was taught with techniques incorporating adult competencies. It was anticipated that adult students taught with adult competencies would master each skill better than the control group. The project was conducted in adult evening classes; students were primarily native speakers of Spanish and French. Post-test results demonstrated significantly better performance within the experimental group. Recommendations for inclusion of adult competencies in ESL instruction at other levels are offered. Appended materials include questionnaires used for students and teachers, pre- and post-tests with results, and a placement test. (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)