This paper reviews the need for governing boards of colleges and universities to respond to rising educational costs, pressures to improve student learning, and rapid technological advances. The first part of the paper describes the current forces for change and the need to reorganize administrative work. The example of Antioch University's ongoing success in building a more cost-effective, efficient administration with development of a new central administration and contracting-out of computer services is described. Antioch University is composed of five small campuses with enrollments of 600-1,000 full-time-equivalent students in four locations: Ohio (two campuses), New Hampshire, Washington, and California. The projected savings are reported to be a 60 percent reduction in administration staff and 40-45 percent reduction in costs. The second part of the paper discusses the need to rethink how faculty can contribute best to student learning while reducing costs. Key elements of optimal learning identified from research findings are specified including such factors as motivation, intense faculty-student contact, and feedback. The paper urges the restructuring of faculty roles and practices to incorporate these elements and new learning technologies. It suggests that faculty involve themselves more in coaching, the use of simulation technology, and facilitation of small group instructional processes. Also proposed are major alterations in the academic calendar to allow greater flexibility using different time patterns and alternative delivery modes. (JLS)