This working paper discusses the establishment of Hampshire College with the sponsorship of the University of Massachusetts and Amherst, Mount Holyoke and Smith Colleges. The new college is designed to be an undergraduate institution of excellence that may become an innovative force in the field of higher education. Chapter 1 examines the changing circumstances which affect higher education today. How Hampshire College will respond to these challenges is suggested in Chapter 2. Chapter 3 discusses how the College may provide students with liberal education for a new era in which the meaningfulness of society will depend on the students. The academic program is presented in Chapter 4, with the proposition that an academic program of good quality can be organized in a private college that collaborates with nearby institutions so that its costs are met principally out of tuition income. Chapter 5 offers provisional curricular models for the College's 3-phase divisional sequence. Chapter 6 recommends that language be added as a principal field in liberal education. The community and campus of the College are described in Chapter 7. Chapter 8 suggests the strengthening of interinstitutional cooperation in the Connecticut River Valley of Massachusetts, and a role which the Valley institutions could play to shape the form that urban development takes in the larger community. Chapter 9 forecasts the financial requirements and operations of the new institution. (WM)