The wider context (political and economic) for developing sustainable distance learning in UK universities is encouraging and new learning technologies promise much improved products and services. But conventional campus-based universities struggle to build and/or expand sustainable distance learning provision. This article identifies the core pedagogy and underpinning support systems of distance learning (in recent years ignored by the open, flexible and distance learning literature), and suggests that the problem rests in an institutional lack of understanding about distance learning pedagogy and/or a lack of capability to make the necessary institutional changes required to ensure that distance learning works. As the demand for part-time non-residential higher education increases and new markets for education and training expand, this could mean that the opportunities for distance learning are picked up by other new and different providers.