New developments in e-learning and increasingly sophisticated learning technologies are beginning to make a major impact in U.K. universities. It is clear that universities need to change to accommodate the impact of technology on learning. Communication technologies that are free from time or place constraints provide new challenges to universities on how they should be organised. The paper reflects on the university's strategic planning process and outlines the development process of an e-learning initiative. Examples of the emergent change agenda are identified and finally possibilities for future development are explored. It is clear that the impact of e-learning will require universities to re-think fundamentally their thinking and therefore their strategies in a whole range of areas. There has been much focus on technological advancement but much less on how technology impacts on strategic planning. This paper addresses this gap in the literature by examining one university's strategic responses to this challenge of e-learning. The learning attached to this case study could be used to help other universities respond to the change agenda brought about by e-learning.