The Oklahoma Network of Continuing Higher Education project is described. A large Kellogg Foundation grant of $5 million will be used for the following seven modules with time frames from 3 to 5 years: leadership development, academic program identification and development, profession development, educational guidance and counseling for adults, telecommunications enhancement, coordination with public libraries, and interprofessional collaboration for health care delivery. Leadership development seminars will also be supported by grants from the two Oklahoma foundations: Noble Foundation of Ardmore and the Sarkeys Foundation of Norman. A facet of the network project includes an inventory of adult learner needs and of existing academic continuing higher education programs and establishment of 17 continuing higher education demonstration programs. Research and graduate education in the field of continuing higher education and computer-assisted guidance and counseling services for adults are components of the project. Four state telecommunications systems will be interconnected to provide college courses, seminars, and meetings statewide. Linking the seven modules to State System goals is also addressed. (SW)