The rapid increase in the use of computer technology to facilitate alternative forms of educational delivery, often called distance education (DE), represents a major change taking place in education. The potential for decoupling the traditional requirements that student and teacher be present in the same room at the same time has never been greater. Many teachers will soon decide to design, or they will be asked to design, courses for distance education in virtual environments for the first time, but they will not have many published principles to guide them. This research project describes an instrumental qualitative case study examining the process that an educator must resolve when designing a distance education course from a preexisting traditional course. The research focused on the transformation of a widely-taken, lecture-based course to a largely asynchronous, Web-based course. During this study, the principal guiding question was: What aspects of content, design, and andragogy would an instructor consider when transforming a lecture-based course to one incorporating Web-based instruction? In addition to this overarching question, a number of related questions regarding the selection of team experts and devising suitable methods for regulating student-student and teacher-student interactions were considered. A number of key themes and issues manifested themselves during the course transformation process, primarily those concerned with unexpected problems and technical difficulties, and those focused on the pedagogical novelty involved with distance education. The course displayed far fewer technical problems than anyone might have imagined. However, issues regarding teacher evaluation and the possible consequences for tenure evaluation were totally unexpected by the principals involved. The issues surrounding the newness of distance education, for both student and instructor, demonstrated enormous complexity. Pedagogical matters on how time and space affected the course, on what "interacting" means in a distance education environment, and the new varieties of limitations and constraints imposed by distance education must be considered by future distance education instructors. (Contains 14 references.) (Author/AEF)