This research project originated with a request by the Kentucky Department for Adult Education and Literacy to investigate why individuals lacking a high school diploma or GED choose not to pursue educational opportunities.  Educational achievement statistics indicate that approximately 36% of adults in Kentucky have not completed high school or the GED (closer to 50% in some regions) and that adult education programs in the state are serving only 5% of their potential market.   Regardless of the accuracy of these figures, clearly adult education and literacy programs are under-utilized in the state.  The following report summarizes the findings generated by a mixed-method research study of undereducated adults in seven rural sites across Kentucky.  The purpose of this study is to gain an understanding of the motivations and obstacles that influence educational decision-making among adults without high school diplomas or the equivalent.