The purpose of this paper is to describe the process of adaptation of an Instructional Design and Development course from a residential course to a Web-based course offered in the Distance Masters program in Instructional Systems Technology at Indiana University. Lessons from the literature are discussed, followed by a description of the Web-based course, collaborators in the course design, and guiding principles for course design. The following factors that impacted the adaptation process are outlined: instructor experience and openness to innovation; technological capacity and infrastructure; rationale for adaptation to Web-based instruction; fit of course goals with technological capacity; labor force available for course adaptation; technological equipment and sophistication of learners; learner motivation for taking the course; administrative support; and tuition and fees. Recommendations for adapting a course to the Web are also discussed. These include: start development early; confirm capacity of technology to address needs; develop policies for ownership of materials; have minimum technology standards for students; provide detailed technology training for learners; provide learners with guidelines for when to use each communication vehicle; test-adapt-test-adapt-test-adapt; and recognize that all faculty are impacted by the implementation of a single course. (Contains 10 references.) (AEF)