For many years, poverty has domi0nated international headlines as a global condition. In some countries, poverty has become a chronic socio-economic problem. This qualitative study explored the incorporation process of poverty into adult identity and assessed the nature of the learning that occurred. Destitute adults in Botswana were chosen and used as example. The study shows that poverty shapes adult identity and learning is transformational. The incorporation process is described. Implications for poor adult participation in education are highlighted.