The paper, prepared as a background paper for a larger project on adult English as a Second Language (ESL), discusses a variety of issues and challenges in improving adult ESL services in the United States. An introductory section offers an overview of demographic and educational factors affecting the education of limited-English-proficient (LEP) individuals. Challenges facing adult ESL instruction are then enumerated, including cultural diversity, fragmentation of effort, instability of program funding and support, and the marginalized status of such programs. Factors in the development of quality adult ESL programs are explored. These include: appropriate program design; a learner-centered curriculum and instructional approach; a professional staff treated as professionals; and adequate resources, facilities, and support services. Two initiatives aimed at improving education for language minorities are described and their accomplishments outlined: the 1967 Bilingual Education Act and the federal refugee program. Finally, a series of recommendations for expanding and improving adult ESL instruction are made, predicated on establishment of a new Department of Education office for language minority adult education. Contains 32 references. (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)