An academic teacher at a maximum-security prison in Virginia conducted a study to determine how to improve instruction and motivate adult learners in a correctional facility. Data were collected through a survey that was distributed to 22 individuals and completed by 20 of them (2 academic teachers, 1 vocational instructor, 6 students, and 11 inmates who were presently or had previously worked as teacher aides/tutors). The survey was supplemented with interviews of the vocational instructor, two students, and three former tutors and by 3 weeks of classroom observations. Although the survey responses varied widely, most respondents stated clearly that teachers must care about students as individuals and show that they care about students and are interested in their welfare. Respondents also indicated with regularity that teachers should recognize and reward students for doing good work. Many respondents believed that teachers should be well-organized and know their subject area. Suggestions for improving instruction and student motivation included providing adequate numbers of computers in each classroom and ensuring that computer programs meet students' needs and instructional levels. Finally, respondents generally agreed that students themselves must posses a certain degree of self-motivation and be able to accept responsibility for their personal growth. (MN)