A discussion of adult learners of English-as-a-Second-Language (ESL) with special needs draws on what has been learned in an Australian program of adult immigrant ESL education and acculturation. It summarizes research undertaken within this program to identify groups of adult learners with special needs and the learning barriers that face them, gives examples of curriculum strategies, classroom practices, and policy initiatives developed to overcome these barriers and improve the effectiveness of learning, and identifies issues still to be resolved. Learner characteristics found to affect the pace and success of formal language learning include these: lack of or limited formal education; no experience of formal learning as adults; disrupted education due to war or other political crisis; first-language functional illiteracy; background in non-roman script language; old age; trauma; and significantly different cultural backgrounds and educational perspectives. Curriculum strategies, classroom practices, program design elements, and policy initiatives to address each of these circumstances are outlined. Issues remaining to be resolved include: measuring instructional effectiveness over time; providing for lifelong learning; providing alternative sin employment; and creating a new paradigm supporting productive diversity. (Contains 29 references.) (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)