Technology-based distance education (TBDE) is increasingly being used to supplement higher education needs and this is raising a variety of concerns in universities. This study examined the differences in the concerns expressed by instructional faculty of three comparable universities that differ primarily in their stages of implementing distance education. The results showed statistically significant differences among the universities' faculty concerns. The findings were congruent with one facet of the Concerns-Based-Adoption Model which states that "stage or stages where concerns are more (and less) intense will vary as the implementation of change progresses" (Hord, Rutherford, Huling-Austin, & Hall, 1987, p.30). They also reflected the "implementation dip" that postulates that conditions often get worse temporarily before they improve in a change process (Fullan, 1991, 1996). As the world shifts from the Industrial Revolution into the knowledge revolution, higher education, as a major societal resource, is being sought to an extent never before witnessed (Oblinger & Verville, 1998). Just as the employment of children was the perpetuating force of the industrial society, the education of adults is the stimulus of the emerging information or knowledge society (Dillon, 1989). The challenge to higher education systems, therefore, is to provide increased access to educational opportunities, often with no additional resources. One way for higher education to meet this challenge is by incorporating technology-based distance education, which allows for the immediate expansion of educational access and is capable of maintaining cost effectiveness in the long term (Twigg & Oblinger, 1996). This would appear to be a well-embraced solution except for the omission of one key component, the complexity of adequately preparing the individuals who are directly impacted by such an educational change, namely, the university administrators, instructional faculty and the students themselves. This article focuses on the intricacy of faculty preparedness for technology-based distance education (TBDE) from the perspective of their concerns and how these concerns vary with time. The spotlight is on faculty as they are the key element in the teaching and learning process (Rockwell, Schauer, Fritz, & Marx, 1999) providing instructional leadership, instructional design and detailed programs necessary for successful implementation of distance education (Olcott & Wright, 1995). In addition, this study investigated faculty concerns at various stages of implementation on the premise that concerns vary over time. This study sought to illuminate some of the concerns expressed by faculty at various phases of implementing technology-based distance education (TBDE). The study was conducted in the hopes of adequately preparing both administrators and faculty for individual challenges often overlooked in the adoption of innovations so as to facilitate the change and consequently provide a smoother transition for faculty, administrators and students.