An English-as-a-Second-Language (ESL) curriculum is presented that was developed and implemented by the Spanish Education Development (SED) Center in Washington, D.C. SED's ESL program, which offers beginning and intermediate instruction during the day and evening, expands from a traditional survival skills base by incorporating a problem solving theme. The program emphasizes the participation of volunteers as teacher aides. This curriculum guide includes the following: description of the SED Center and its approach to adult learners; assumptions about adult learners, adult ESL learners, and SED Center's ESL students; explanation of the incorporation of problem-posing activities into a competency-based curriculum; a flow chart for using resources; and a guide to teacher resources. More than 150 pages of the guide are devoted to specific competencies for four levels of ESL instruction. Exit criteria are presented for reading, writing, listening comprehension, and oral communication. Results of a needs assessment questionnaire administered in 1985 to SED Center students are also reported, with information provided on jobs, need for translation, use of transportation, children, factors affecting future plans, educational background, other languages, where students go and where they use English, anxiety using English, and reading. (LB) Adjunct ERIC Clearinghouse on Literacy Education