A discussion of the future of adult second language learning in Great Britain begins with an overview of the field's current state. It is argued that the large number of adults pursuing foreign language learning in a variety of institutions is not matched by quality of offerings, and attrition is high. A national testing program was developed in foreign languages for special purposes, but its use has not risen substantially in 20 years and more testing is done in English as a Second Language than in other second languages, despite impending formation of the European Community. The Open University has recently decided to begin second language instruction, contrary to previous policy. Research indicates a high level of interest among undergraduates, adult students, and business school students. The Open University's experience with distance education suggests the potential for success in this field. However, certain challenges are apparent: the limitations of independent learning within the university's diverse audience and the university's limitation in its ability to individualize distance language instruction. The institution must create its courses and materials to provide as many learning options as possible. It must also develop equivalencies for language credits to use in a national system of vocational qualifications. (MSE)