An investigation of English-as-a-Second-Language (ESL) services for adults in the United States is reported. The goal was to examine ESL services as a national system and determine how well that system meets the needs of limited-English-proficient adults and the nation as a whole. The study had two phases: (1) review of literature, information sources, and priority issues, and (2) investigation of a variety of research activities, through site visits and interviews with policymakers, administrators, teachers, students, scholars, and others. The report begins with a profile of the population in question and overview of the need for and considerations in providing ESL services. The existing service system is then described, including different types of instruction (adult basic education and ESL) and services (survival language teaching, language learning as a goal in itself, academic ESL, pre-employment language training, workplace ESL, citizenship ESL, family literacy). Different kinds of service providers and funding are examined, and an assessment is made of how well existing services are meeting the need. Significant challenges are discussed, including transitions between instructional levels and/or agencies, testing and evaluation, staffing, and use of technology. Political issues are discussed, and a strategic plan for ESL services is proposed. (MSE) (Adjunct ERIC Clearinghouse on Literacy Education)