To meet the challenges of a rapidly-growing student population, a desire to increase student retention and success rates, a shortage of classroom space, and the need to maintain quality educational opportunities for students, the University of Central Florida (UCF) is strategically employing distributed learning. In three years, UCF has progressed from no coordinated distributed learning program to a highly-developed award-winning program consisting primarily of fully and partially World Wide Web-based courses. Characteristics of UCF's Web-based courses include: instructor-led, highly interactive courses; learner-centered, active learning; pedagogically sound instructional design; clear learning objectives and outcomes; and opportunity to build computer literacy. The significant issues that have lead to UCF's planning and implementation of a successful distributed learning initiative are institutional strategic planning, organizational structure, technical infrastructure, faculty development for teaching online, leaner support, support for units, research and development activities, and impact evaluation. Research and development activities that provide data and support the UCF's distributed learning initiative include course development and Web service development (e.g., software engineering and Web production, instructional design, and administrative support) and distributed learning impact evaluation research. (MES)