The concept and history of upper-level colleges, which offer junior and senior years of study leading to bachelor's degrees, are reviewed. Most of the colleges have offered master's degree programs in addition to junior- and senior-level studies. Planners intended that most of the upper-level colleges be placed in geographical areas where no public baccalaureate institutions existed, but where junior colleges were present. By spring 1983, there was a high level of disenchantment with this type of college. Problems concerned enrollments, transfer courses, curriculum planning, degree programs, student life activities, and community service courses. Enrollments in these colleges fell far short of expectations, and the lack of freshman and sophomore courses posed difficulties for many transfer students. Upper-level colleges concentrated the student's study on the major program rather than general education courses. Some requirements at the upper-level colleges are restrictive to many adult students, and these colleges tend to lack student life activities. There is also a tendency for the brightest high school graduates to go away to college rather than attend the nearby upper-level college. Information on specific upper-level institutions is included. (SW)