The purpose of this study was to develop a whole language curriculum for limited English proficient, nonreading Native American adult factory workers. The curriculum was based upon a humanistic view of the adult literacy process. Cognitive and psycholinguistic theories of learning were used as the theoretical foundation for the curriculum. Schema theory was presented as part of a reader-centered, psycholinguistic processing model of English as a Second Language reading. The curriculum was developed as it was implemented, with adult learners in the workplace setting. The study documented the process of development and implementation during a six month time period and the impact of this process upon the learners involved. The curriculum content consisted of three strands: (1) Culture Strand, (2) Family Life Strand, and (3) Workplace Literacy Strand. The instructional strategies implemented within each strand represented an integrated or whole language approach. Strategies used repeatedly throughout the curriculum were Assisted Reading (Hoskisson, 1975) and the Language Experience Approach (Stauffer, l970). The learners were assessed at the beginning and throughout the implementation of the curriculum with informal measures to determine: (1) recognition of sight words within the industry, (2) prereading competencies, and (3) English language proficiency. Assessment measures indicated that the learners progressed in these areas, as well as in areas covered by the three curriculum strands. Each learner read and wrote materials that were specific to the strands developed. The type of progress made differed for each learner, depending upon background knowledge, experiences, and interests. The impact of the curriculum upon the learners went beyond an increase in reading and writing skills. The process was empowering and liberating to the learners as they recognized the value of their own culture and experiences and as they became increasingly independent on their jobs. Self-confidence increased as they learned to read and complete necessary work forms and reports.Ed. D.