This article explores a number of challenges faced by e-learning or distance educators in developing and emerging countries, provides a context for many of the challenges, and outlines some measures devised to overcome them. These educators must determine a sound rationale for employing online learning, recognize that technology is only part of the educational transformation process, address the lack of infrastructure and the cost of Internet bandwidth and equipment, counter the cultural imperialism of courseware from Western nations, deal with limited educational resources, place a greater emphasis on quality assurance systems and change negative perceptions of distance education, respond to the needs and concerns of both students and faculty, access or develop up-to-date educational resources, and consider the implementation of mobile learning. The continued growth and success of distance education in developing and emerging nations will depend on the extent to which issues covered in this article are addressed as they bear on the quality of the learning experience provided to students.