This paper describes a counseling model for providing comprehensive counseling and student services to adults. This proactive counseling model emphasizes the need for counselors and teachers to reach out to meet the needs of adult students. Specific counseling suggestions are presented in each of five areas: (1) intake-orientation, (2) placement and diagnosis, (3) instructional implications, (4) pre-post student disengagement, and (5) innovative functions of the counselor. Implications for local education agencies are discussed. The appendices contain a "Student Services Counseling Model for Adults," an outline of the model components, and a format to assess the need for training in counseling and student services skills. (NRB)