This proposal develops open-source adaptation middleware, called "AwareWare", that enables distributed applications to be aware of and then adapt to heterogeneous environments and systems. There will be three major components: awareness data acquisition, awareness data management, and dynamic reconfiguration. Target environments for the framework and eventual capabilities are application sharing for distance education, and embedded sensor networks for earthquake response monitoring. The prototype software will be integrated with relevant software into NMI software distributions and deployed and evaluated in specific target settings. User documentation and other initial support functions will be developed to aid in adoption and use.