For the past 40 years adult learning theory has stressed the need for adults to share in the planning of their own learning and socially construct new knowledge by building on their background knowledge and life experiences. Despite growing acceptance of social-constructivist pedagogies in community-based literacy programs and even corporate settings, much literacy instruction in U.S. prisons remains individualized, and prison classrooms are not perceived as safe places for conversations about life experiences and personal literacy needs. This two-part report explores reasons for this silencing and the potential for change. In Part One, the case for social-constructivist methods is made. Part One also attempts to answer the question, "Why are mainstream adult learning methods perceived as radical in prison?" by looking at barriers to social learning from the ABE learner's and teacher's perspective. Part Two provides practical suggestions for engaging ABE students in the interesting and identity changing process of socially constructing meaning. (Contains 6 endnotes.)