In the fall semester 1995, Southern Arkansas University- Magnolia (SAU-M) began a two semester trial delivering college classes via a compressed video link between SAU-M and its sister school Southern Arkansas University Tech (SAU-T) in Camden. As soon as the University began broadcasting and receiving classes, it was discovered that using the compressed video as a single medium of delivering distance education is not as effective as was first hoped. As a result of problematic experiences with the trial period of delivering college classes via a compressed video link, the concept of the Electronic Classroom was developed. The Electronic Classroom would include the compressed video unit connected to the University campus network, a fax machine, photocopy machine, high quality speaker telephone, video tape machine attached to the compressed video unit, a microcomputer connected to the network, and a printing electronic white board. The financial strategy of SAU-M will be to fund the large amount of capital needed with grants and fund the day-to-day overhead costs from the normal University budget. The academic strategy will be to receive remedial classes from SAU-T, nursing and medical classes from the Arkansas State Telemedicine Network and possibly graduate programs that SAU-M does not have from another institution. Administrative, academic, procedural, and physical issues that arose are described in detail. (AEF)