In spring 2004, more than 1,200 teachers and principals in Tennessee participated in online professional development as part of the state?s Reading First grant. The opportunity also allowed the state to investigate the possibility of using online professional development to help teachers meet high-quality teacher requirements. Staff at the Appalachia Educational Laboratory (AEL) relied on internally developed instructional design standards and John Keller?s ARCS model of motivational design to develop and deliver the online professional development. An evaluation was completed by The CNA Corporation. Gains shown from pre- to posttest scores indicate that the training allowed participants to make significant gains in content knowledge. Three sources of participant feedback indicate high levels of satisfaction with the content of the training modules.