AbstractEmpire State College was founded in 1971 to meet the needs of adult and other nontraditional student populations in the state of New York. Its initial delivery model was individualized instruction with a student working with a full-time faculty member to develop a unique plan of study and learning contracts to support that plan. By 1979, the College established the Center for Distance Learning, which developed and still offers structured, print-based courses to students with no requirement for on-site meetings. It began to experiment with computer-supported learning activities in the late 1980s, employing professional staff to support the exploration of technology and to provide assistance to faculty in instructional design. However, it was not until 1994, with the formal creation of the Center for Learning and Technology, that the development of online courses and programs was systematically pursued. This article outlines the development of online programs since that time, emphasizing the issues and challenges faced by the institution in seeking to provide quality, cost-effective distance education.