Based on a study by the Institute of Study for Older Adults of the language needs, program models, and learning dynamics of older adults lacking English skills, this manual provides guidelines for establishing language courses for older adults. After definitions of common terms and concepts are provided, Section I describes the literacy needs, characteristics, attitudes toward education, and influence of family and friends of older adults who lack English skills. Section II focuses first on the cognitive strengths of older adults, covering intellectual functioning, sensory intake, integration of skills, memory, and other factors. It then considers androgogical practices and principles in the areas of Adult Basic Education (ABE) and English as a Second Language (ESL), reviews testing and evaluation methods and results, and presents a selected list of instructional materials. Section III describes the pilot classes offered by ISOA during 1980-81, while Section IV focuses on planning. This section looks at site and facilities considerations, age-integration, scheduling, transportation, and student preferences. It also discusses the involvement of senior centers and ABE and ESL personnel, discusses recruitment strategies, and touches upon other organizational models. After Section V presents planning guidelines and recommendations for administration and instruction, Section VI offers conclusions. Appendices provide survey data, suggest resources, and contain references. (AYC)