Universities and corporate training centers are under pressure to offer increasingly flexible, as well as individually relevant, learning. Instead of trying to develop a stream of Web-based courses to run parallel to "business as usual" courses, a department can focus on gradually building a knowledge base in which key resources from individuals in the department or organization, from external sources, produced by learners, or re-used from previous courses can all be available for reuse in various combinations and in different views for different learning situations including learners in varying locations. With a focus that changes from "distributing content" to "building and (re)using resources," a new way of thinking about "courses" occurs. These processes require good technology; agreement on locally relevant standards; simple procedures for adding, finding, managing, and reusing resources; and a change in mindset for all those involved. This paper describes how this is being done.(Author/AEF)