Andragogy is the art and science of helping adults learn. As the number of college students classified as adults increases it is important their learning needs are met. The andragogical principles that frame this model describe how adult students need to know how, what, and why they are learning. Adults also possess the characteristics of self-direction, prior experience, readiness to learn, application orientation, and intrinsic motivation which distinguish the way they learn from traditional pedagogy. Social enterprise uses business methods and the power of the marketplace to advance an agenda; however, it is different from other types of business because the primary purpose is the common good. Social enterprise directly addresses a social need through products, services or employment of disadvantaged people. Social enterprise uses a triple bottom-line; measuring the good for people (staff/faculty, students, customers and community), the planet (environment), and profit (money generated or saved by the social enterprise activities). In the academic setting, social enterprise also measures programs (education, job training, and outcomes), thus reporting a quadruple bottom-line. The educator, acting as a facilitator or co-learner, can utilize the andragogical principles in helping adult students learn in a real-world social enterprise. A social enterprise should coexist with current programs or departments, and not cannibalize prevailing resources. Entrepreneurial activities that involve creative vision and practical market-based strategies should be considered. When start-up costs are not attainable, learning can also occur by helping students create a hypothetical social enterprises. [For full proceedings, see ED570489.]