Special needs students are a rapidly increasing component of the student population at colleges and universities across the country. Students with learning disabilities and/or emotional problems present many challenges but also many opportunities in formulating appropriate instruction. Librarians need to carefully plan activities for these students as information literacy and research instruction can prove to be particularly problematic. The presentation will focus on approaches most likely to be beneficial in helping this student population learn effective research skills and understand important concepts in information literacy. Information presented will be gleaned from the presenter's personal experience in working with special needs students, interviews with student accessibility and counseling professionals, and the available professional literature. Some of the issues that will be addressed include: What problems do special needs students commonly encounter in learning about research and information literacy? Should alternatives to the class/group setting be considered? What special adaptations may be necessary given a particular student's needs? Which tools we commonly use in information literacy instruction will be the most useful? How can we establish good relationships and an environment of mutual trust with special needs students? What experts can we consult in designing a positive learning experience? The presentation will include ample time for discussion and questions.