This paper describes a system called ANDES, designed for the management and delivery of distance education courses. ANDES enables students to study at home at their own pace, as well as interact with instructors and other students in virtual classrooms. It uses World Wide Web technology for transmission and delivery, with extensions relevant to distance education. It seamlessly integrates course materials on CD-ROM with materials that have been downloaded over the Internet. Student progress through the course is tracked automatically for evaluation purposes. A high-level authoring language supports rapid development of courseware materials. Custom interfaces for course instructors and administrators provide online views of student work and progress. Topics discussed include: (1) background on use of the Web for courseware delivery; (2) the structure of ANDES courses at the University of Southern California, based on principles of human factors design and applied learning theory--i.e., an emphasis on experiential learning, optional emphasis on mastery, promotion of a class identity through group communication, and variable control of course sequencing; (3) ANDES architecture, including the student mini-server, student workstation organization, and central server organization; (4) processing and communication details; (5) generating Web-based courseware materials; and (6) evaluation, including alpha test results. (Author/DLS)