These materials are intended to help adult basic education (ABE) instructors in their role as counselors. Most are suitable for use in a workshop for ABE instructors. An introduction describes the ABE Retention through Counseling Program and highlights the skills an ABE instructor needs to work with adult learners. Chapter 1 provides pointers for the instructor's attitude toward counseling the ABE student. Chapter 2 covers some of the characteristics of the undereducated adult and symptoms of stress overload. Chapter 3 provides exercises to help instructors improve their listening skills. Some are suitable for use in a classroom setting with ABE students. The chapter shows three different types of listening skills: attending behavior, requests for information, and expressions of understanding. Chapter 4 presents typical case studies that show problems and crisis situations handled by instructors within their own classes or on their own time. Chapter 5 deals with ways to motivate and retain students. A four-phase motivation plan and examples, hints, and suggestions are provided. These materials may be used in a workshop setting or for reference. Chapter 6 presents results of a survey of ABE directors regarding provision for counseling of ABE students. An appendix contains workshop materials, including an oral presentation on counseling adults and exercises to be done in an ABE instructor workshop. (YLB)