In the past ten years the Web has attracted many educators for purposes of teaching and learning. The main advantage of the Web lies in its non-linear interaction. That is, students can have more control over their learning paths. However, this freedom of control may cause problems for some students, such as disorientation, cognitive overload and control problems. To investigate these problems researchers have shifted their focus towards finding how web-based learning is used by learners with different characteristics and styles. In this paper, we outline the findings of some research on individual differences in the context of web-based learning. We also address how web-based learning systems can be adapted to learners' needs and styles. And then we suggest an adaptive web-based learning model, based on the analysis of findings obtained from these studies. (Contains 1 figure.)