A project developed a model Master of Science in Education curriculum for health professionals that was based on principles of adult learning. The completed curriculum included course content, instructional alternatives, an implementation plan, and an evaluation plan. The following methods were used: a review of literature on adult education and health occupations education; telephone interviews of hospital staff development personnel and health program instructors; focus groups of health professions educators and current students in health professions education; course offerings and degree requirements; catalogues of graduate education programs; and internal and external experts from regional institutions. Adult learning principles, learning needs, and barriers were identified. Four courses were developed: learning theory, teaching methods, measurement and evaluation, and research methods. The proposed degree requirements were 30-48 semester or 40-72 quarter units. The model for the project expanded Davis' (1993) model into eight components: student, learning preferences, content, teacher, teaching styles, environment, outcomes, and assessment. Students would be provided theory and opportunities to develop skill in both areas of assessment in health professions education: classroom performance and clinical competence. (An attachment of the developed curriculum includes educational philosophy, educational outcomes, and curriculum design.) (YLB)