This paper reflects on the experiences of two colleagues who co-taught a larger-than-traditional online graduate class in a Master of Continuing Education program in the fall of 2002. Their goal was to test a number of design and facilitation assumptions that had been successful in smaller online graduate-level classes. They began with a set of agreed-upon design and facilitation principles acquired from several years' experience teaching online graduate classes. Their experiences in the larger online class and their subsequent recommendations are presented here in three phases: pre-course design, mid-course design modifications. and post-course evaluation, with reflections on their original assumptions and design/facilitation strategies. The paper closes with their thoughts on this novel experience of co-teaching a larger online graduate class.