Distance education has emerged out of social compulsion, the dynamics of change and new cultures. It was the failure of traditional systems to be able to meet the demand in countries, where the resources available for tertiary education are limited, which basically gave birth to the new trend of education known as open and distance education. This new and innovative system of education has received a high level of acceptance in different countries as it offers flexible educational opportunities for continuing education to a large segment of their population. The increasing number of older adult learners with varying lifestyles in the population, increasing competitiveness of getting places in tertiary institutions, higher cost of education and a shortage of teachers are the main factors for increasing the popularity of distance education (Duncan, "et al.," 2003). Bangladesh has also taken the opportunity to provide a uniform and mass oriented universal system of education through open and distance education establishing Bangladesh Open University (BOU) in 1992. Objectives of the Study: The main objectives of this study are: (1) to assess the overall status of BOU in comparison with the open universities of two neighboring South Asian countries considering the following aspects: (a) Administrative structural functions; (b) Courses and instructional strategies; (c) Learning opportunities, and (d) Library, laboratory and counselling facilities; (2) to explore the potential of improvement for BOU to enable it to meet the challenges of the country's educational needs in the next millennium. (Contains 1 figure and 8 tables.)