The Tennessee State University and Community College System is focusing special attention on a particular population of nontraditional students--academically underprepared adults. In 1985, the State Board of Regents implemented the Academic Assessment and Placement Program (AAPP) at the system's universities and two-year colleges. The entry-level holistic assessment and placement program was developed to ensure all students seeking admission to these institutions a reasonable chance of success in college. The Regents established the Remedial/Developmental Studies Program to provide a second chance for recent high school graduates and returning adults to acquire basic academic competencies that are needed for college-level work. The program is based on the mastery learning concept. For the two completed years of the program, it has been successful in increasing retention rates for both traditional and adult students. The State Board of Regents also attempted to reach out to the underprepared adult population by providing expanding opportunities for adults to complete General Educational Development (GED) preparation and testing through the College System. This program expansion is expected to increase the number of Tennesseans eligible for collegiate enrollment as well as employment opportunities. It is expected that the number of persons served will significantly increase in the future as more adults now in literacy and basic skills programs continue their education through the GED. Such programs are needed if colleges are to maintain their enrollments as the population ages. (KC)