California providers of instructional services under Section 321 of the Adult Education Act collected learner data in Fall 1991. From the total population of 130,000 adult basic education (ABE) learners, a sample of local agencies and all state agencies collected demographic and pre/posttest data for 87,934 adult learners in programs of ABE and English as a Second Language (ESL). Learners were evenly balanced by gender. Most were relatively young; the majority were Hispanic; nearly half had fewer than 9 years of education; and more than half did not have a diploma or degree. Nearly half reported job attainment or promotion as their reason for enrollment. Data based on geographic region indicated that over 90 percent of Central Valley learners did not have a degree or diploma, and more than half had completed 6 or fewer years of education. Seventy-nine percent were enrolled in ESL programs, 17 percent in ABE programs, and 4 percent in other programs. Adult schools enrolled 68 percent of the sample. Mean progress for ESL learners was 4.1 scaled score points compared to 3.0 for ABE learners. Reading data from state agencies showed the average ESL reading score was 206.6, the average ABE score was 220.8, and average progress for ESL learners was three scaled score points compared to one point for ABE learners. Preliminary analysis of a sample of fall and spring learners suggested few demographic differences. (Appendixes include a list of sampling agencies, comparison of population and sample learner data, learning gains, and class questionnaire results.) (YLB)