The role and function of upper-level higher education institutions, their current health, and their future prospects are considered, based on a national study. Data were gathered on nearly all of the 25 upper-level institutions in the United States, and site visits were conducted at approximately half. These schools offer work at only the junior, senior, and possibly postgraduate levels. Attention was directed to the unique philosophical and operational considerations that guide these colleges; factors surrounding the creation, planning, and opening of the institutions; the nature of the relationships with nearby two-year colleges, particularly regarding articulation of academic programs; the demographic composition of services; the academic mission and programmatic offerings of the upper-level institutions; and budgetary and financial considerations. Over half of the schools are in Texas and Florida, with Illinois being the only other state with more than one upper-level institution. In Texas, the upper-level idea was proposed as part of a unified state plan, while in Florida they were created individually, in response to the state need for additional institutions of higher education in the heavily populated urban areas of the state. With only a few exceptions, the upper-level institutions created in the 1960s and 1970s were designed to interface with pre-existing two-year institutions. Upper-level institutions have focused their resources and energy on meeting the special needs of nontraditional students: those who are older, employed, married, part-time, and place-bound. In addition these institutions have developed professionally-oriented curricula and well-developed placement offices. The need to articulate with other schools at both the lower division and doctoral levels is one of the more severe burdens faced by upper-level institutions. (SW)