This document compiles an "honest list" of what is needed for adult numeracy. The first section consolidates the four posited Massachusetts Adult Basic Education (ABE) Math Standards into three adult numeracy themes: relevance/connections, problem solving/reasoning/decision making, and communication. A discussion of each theme is followed by some implications for learning and teaching. Each of the next five sections provides content and explanations as well as some activities and ideas that can be adapted for specific situations. Section 2, Competence and Self-Confidence, focuses on adults' feelings and attitudes toward math. The affective issues--learner self-confidence, attitudes about mathematics, beliefs about what one can and cannot accomplish in mathematics, and math anxiety--are covered. Sections 3-6 integrate the remaining seven Massachusetts ABE Math Standards into four adult numeracy content themes. Number and Number Sense includes two previous standards: Estimation and Number, Operations and Computation. The Data theme is similar to the standard of Statistics and Probability. Geometry: Spatial Sense and Measurement incorporates two previous standards. The two standards of Patterns, Relationships, and Functions, and Algebra correspond to the adult numeracy themes of Algebra: Patterns and Functions. The final section lists 31 resources. (YLB)