The rapid growth of Web-based instruction has raised many questions about the quality of online courses. It appears that many online courses are simply modeled after traditional forms of instruction instead of incorporating a design that takes advantage of the unique capabilities of Web-based learning environments. This paper describes a research and development effort that evolved during the creation of an HRD graduate program (HRE Online) that was taught entirely online. It presents a conceptual framework that can guide the development of online courses. The authors contend that powerful online learning environments need to contain a combination of these principles: address individual differences; motivate the student; avoid information overload; create a real-life context; encourage social interaction; provide hands-on activities; and encourage student reflection. Specific examples of instructional strategies that fit the framework are described in detail. (Contains 23 references.) (Author/AEF)