The article begins with a discussion of the promise and limitations of nonformal education, particularly in terms of reforming the effectiveness of a country’s educational system. The following section analyses the challenges of effective learner participation, a basic tenet of nonformal education. The article then discusses two very different examples of nonformal education projects. The first is the People’s Education Association (PEA) of Ghana, a small, voluntary association of adult students. The article discusses four different approaches used by PEA to make participation more effective. Ultimately, the challenge of finding adequate resources limited the ability of the PEA to implement promising models on a larger scale. The second example is a large, national community education project in Indonesia known as PENMAS which implemented a series of new participatory models with some success. However, PENMAS faced the challenge of effective decentralization essential for such a large and diverse country. Both examples demonstrate the difficulty of implementing large-scale program that both has sufficient resources while allowing enough autonomy at the lowest levels to respond to learner controlled initiatives.