The subjects responded to a 71-item questionnaire based on a five-factor model of self-regulated, proactive learning. The five factors in the model included metacognition, learning strategies, motivation, contextual sensitivity, and environmental utilization and control. Half of the subjects also responded to a 10-item epistemological beliefs scale that incorporated simple knowledge, quick learning, innate ability, omniscient authority, and certain knowledge. The other half responded to a social desirability scale. Results showed that the most successful students scored highest in self-regulated learning. Findings further indicated that correctional education students may need explicit instruction in metacognitive control and learning strategies and that epistemological beliefs of even high-functioning students may predispose them to fail to persist in the face of challenge. Implications for instruction based on the model and study results are discussed. 28 references and 4 tables