Bayesian Reinforcement Learning has generated substantial interest recently, as it provides an elegant solution to the exploration-exploitation trade-off in reinforcement learning. However most investigations of Bayesian reinforcement learning to date focus on the standard Markov Decision Processes (MDPs). Our goal is to extend these ideas to the more general Partially Observable MDP (POMDP) framework, where the state is a hidden variable. To address this problem, we introduce a new mathematical model, the Bayes-Adaptive POMDP. This new model allows us to (1) improve knowledge of the POMDP domain through interaction with the environment, and (2) plan optimal sequences of actions which can tradeoff between improving the model, identifying the state, and gathering reward. We show how the model can be finitely approximated while preserving the value function. We describe approximations for belief tracking and planning in this model. Empirical results on two domains show that the model e...