An adult basic education (ABE) project was undertaken in 1977 in southern New Jersey to take instruction to students in rural areas. The region was one in which some 75% of the population had not completed high school. Centered in Millville with satellite centers in four rural townships whose secondary students are bussed to Millville, the project had as its objective to establish classes and measure student growth and attendance patterns. Satellite learning centers were set up in public and church facilities. To reach adults with little or no reading skills, a variety of recruiting methods were adopted, including an innovative "yellow box technique" which involved the community in recruiting. Instructors worked with students individually and in small groups, with 98% of the students opting for evening classes. Results showed use of satellite learning centers did not yield significantly higher growth and comprehension rates among rural learners than among those served by a single, centrally located unit; however, use of the satellites in recruitment did produce significantly more learners from among a rural population. Lack of English as a Second Language classes was viewed as a major problem because of the large Hispanic population. The model successfully adjusted learning environment to the unique needs of adult rural students. (RS)