This report summarizes the design and development of an adaptive e-learning prototype for middle school mathematics for use with both sighted and visually disabled students. Adaptation refers to the system’s ability to adjust itself to suit particular characteristics of the learner. The main parts of the report describe the system’s theoretical foundation, architecture, models, and adaptive algorithm. We also review approaches for making assessment systems accessible to students with visual disabilities. Finally, we conclude with a summary of upcoming studies in relation to important research questions concerning micro- and macroadaptation. Using a design approach like the one described in this report may set a new precedent for environments that adapt to support student learning based on larger sets of incoming abilities and disabilities than have been considered previously.