Effective fault-handling in emerging complex distributed applications requires the ability to dynamically adapt resource allocation and faulttolerance policies in response to possible changes in environment, application requirements, and available resources. This paper reports an effort on design and implementation of an adaptive fault-tolerance middleware (AFTM) using a CORBA-compliant object request broker resting on the Solaris open system platform. The paper also briefly discusses the essential capabilities of AFTM, the overall system architecture, and its design decisions.