Designing and adapting learning materials are the subjects of this document, one of 9 modules in an 11-unit resource pack designed to help trainers and postsecondary and continuing education staff meet the needs of special needs students in Great Britain. Having completed the module, staff should be able to: (1) state what learning materials are; (2) relate current literature to past and future learning; (3) differentiate between design and adaptation of learning materials; and (4) design and adapt materials to meet individual needs. The module describes good learning materials as those that: (1) reflect the content of the course; (2) match the learners' needs, interests, and abilities; and (3) are appropriate for the available time, money, equipment, and facilities. Staff are encouraged to broaden their search for appropriate materials to meet the needs and abilities of their special needs students. The module also addresses: (1) how learning materials fit into the learning process; (2) the process of designing and adapting materials; and (3) evaluating materials for relevance, requirements (prior knowledge, etc.), accessibility, appropriateness, flexibility, and the extent to which they facilitate learning, understanding, transferability, and extension. The module contains six exercises. (CML)