The purpose of this paper is to provide a coherent framework to present the relationship between individual differences and web-based learning. Two individual difference factors have been identified for investigation within the present paper: Cognitive style and prior knowledge. The importance of individual differences is reviewed and previous work on the effect of individual differences on Web-based learning is examined. Problems associated with Web-based learning are identified and discussed in relation to cognitive style and prior knowledge. Possible solutions to these problems are suggested and presented in the form of a conceptual framework that can be used for developing web-based learning systems. [For the complete proceedings, see ED579335.]