A study explored how adults perceived program learning; whether program learning helped them enact a particular social role; and whether they changed while participating in the program. For a year or more, researchers studied experiences of learning and change of 41 adult learners enrolled in three programs--at a community college, family literacy site, and workplace--intended to enhance English language fluency, content knowledge, and effectiveness in roles as students, parents, or workers. The research approach used a constructive-developmental perspective. Findings indicated adults changed in at least these three important ways: informative, transformative, and acculturation; cohorts were important to supporting and challenging adult learners; differences in complexity of meaning systems were not highly associated with level of formal education; and development level shaped adult learners' choices, preferences, and experience of program learning. Implications were that teachers and program developers should be prepared to engage developmentally diverse learners; awareness of meaning systems can inform teachers' expectations of learners; teachers should use a range of pedagogical approaches to collaboration; program designs should bring learning groups together at the same time, preserve the group's continuity, and have a common goal; and research regarding adult basic education teachers' ways of knowing would be beneficial. (YLB)