In November 1996, forty-five higher education technology leaders convened in Washington, D.C., to discuss the virtual university (VU). The Western Governors Association had announced establishment of the Western Governors University (WGU). As a result, VU initiatives were emerging from, or being contemplated by, almost every state-level higher education administrator. Unlike the WGU (whose progenitors intended to establish a new "separate," accredited, instructional entity), the initiatives described in this article (California Virtual University, Florida Virtual Campus, Michigan Virtual University, and Kentucky Virtual University) were established to catalyze and transform the existing institutions "within" their state's system of higher education. The focus on driving change to the existing system, rather than creating a new system, became the dominant response in the states. Fueled by the dot-com phenomenon, political and higher education leaders felt pressure to react to WGU. By 2003, at least sixty-one state-level virtual higher education entities had been established across forty-five states.