For many years, St. Louis Community College at Meramec has offered two distinct sets of foreign language courses: day and evening credit courses on elementary and intermediate levels and noncredit, adult evening classes on elementary I and II levels. The 10-week adult courses were usually taught by part-time instructors, although full-time faculty could teach an adult language class as an overload. In 1981, a reorganization process was initiated so that all full-time faculty could teach the classes, should day enrollment be insufficient to make up a full teaching load. A four-semester sequence of conversation-oriented German courses was established, offering both a credit and a noncredit option. Maximum enrollment was set at 30 students, with an adjustable space allotment of 20 for credit students and 10 for noncredit students. Successful enrollment in German gave the Foreign Language Department the confidence to expand the program to Spanish and French in fall 1983. Benefits of the program included the following: (1) adults can participate in a 2-year program without the fear that, once started, they will be unable to continue in the second year due to lack of enrollment; (2) students have unusually high motivation levels and special appreciation for the instructor's teaching skills and language ability; and (3) instructors are encouraged to respond to a great diversity in student backgrounds and objectives with flexibility, creativity, and enthusiasm. (EJV)