Botswana's national literacy program and its role in both democracy building and national development efforts is discussed in this paper. Literacy groups can be found in villages and towns throughout the country. The proportion of literate adults has increased from 34% in 1966 to 68.9% in 1993. Yet the absence of 81% of the eligible population brings into question its ability to attract participants. Participation is a poor contender to the other demands placed upon Botswana's adults due to their everyday struggle to feed themselves and their families. Based upon an 18-month ethnographic study of literacy in Botswana, the paper describes the supports provided by the national program and the everyday practices of learners and non-learners. Discrepancies between structure and local meaning have resulted in the interruption of existing social positions and divisions of labor. Reasons for the discrepancies are examined. Analysis of the program across gender, ethnic , and geographic lines identifies places where adult learners have been able to find safety, inspiration, and guidance. However, it is noted that the literacy program does not provide skills beyond decoding text, and does not help adults become upwardly mobile. Speaking to relationships among adult education, empowerment, and social transformation, the paper focuses on why the program has not been more effective in educating Botswana's citizens. Contains 18 references. (BT)