An adult education program designed to help limited-English-proficient students through the transition from basic English-as-a-Second-Language (ESL) instruction to more comprehensive adult basic education (ABE) is described. This transition is often difficult because of a mix of student needs, literacy backgrounds, and language proficiency levels and because the step from basic ESL grammar to higher-level language use and comprehension can be difficult. In addition, instructional materials for ESL and ABE have very different emphases. The program described here used a curriculum that promotes holistic use of English, emphasizes higher-order thinking skills, encourages students to move from a passive to an active learning role, emphasizes the reading/writing/speaking connection, uses a whole language approach, and provides cultural information as a basis for future work. A pilot class of 12 tested the curriculum. Student response to the curriculum was positive, and achievement gains were significant. It is concluded that the kind of curriculum designed for the program is effective in supporting the transition from ESL to ABE. (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)