This paper addresses some key design issues in e-learning, and its integration with knowledge management. The underlying premise is that the purpose of e-learning is useful knowledge, and that the design of e-learning should therefore be integrated with the design of related knowledge management--particularly personal knowledge management. e-learning will be explored using the notion of "distributed learning". Knowledge management will be explored using the notion of "just-in-context knowledge", emphasising both the contextual underpinning of knowledge, and its strategic value--that is to say its applied value, and its embeddedness in decision making processes. The potential for distributed learning to optimise shared resources is also explored.