This paper will describe the design and development of a web-based distance education course in Art History at the University of Glasgow. In planning such courses the interplay between new media, distance education and the existing systems in a campus-based institution raises numerous issues which need to be resolved before such a course is feasible. Not least of these are the obstacles still inherent in accessing and delivering online images: in terms of locating the desired resources, copyright and costing implications, institutional agreements with other bodies such as the CLA and its digitising licence and dual-mode delivery both on and off-campus. We suggest that, two years on from Dan Greenstein's call for "new and creative ways to manage relations between those who 'own' rights in image resources and those who have an interest in acquiring access to them" ° no simple methodology, clear guidelines for use or satisfactory search interface yet exists. In common with other distance education developments in recent years, the work has been carried out in close partnership between the academic department concerned and GUIDE (Glasgow University Initiative in Distance Education). Following successful small-scale, campus-based attempts to implement new educational methods in teaching Art History, and in response to encouragement within the department, the Level 2 class convenor approached GUIDE for advice on potential distance options. Accordingly, in keeping with institutional policies and national pressures to widen participation (in particular flexible, distance and part-time provision), a 'flagship' course is to be offered at level 2 of a undergraduate degree course from January 2001. The course will consist of two 30 credit modules (a total of 600 notional learning hours). One module will be on Scottish Art and the other on Art, Culture and the Avant-Garde. On the understanding that development work is never right first time, the initial module will be run once, closely evaluated, analysed and amended where appropriate. If this proves to meet our goals in the second presentation it will serve as a template, or model, for the design of the second module. A record of the history of the production of the course is being kept, to show how and why decisions to use particular methods of delivery and/or technology are made. It is intended that such a record will contribute to decision-making in the design of similar online distance education courses. This development work constitutes a new departure, raising research issues in several areas. One aspect of this is in the innovative nature of these plans, and their place within the existing setting. For GUIDE, and indeed the University as a whole, this will be one of the first ventures into part-time distance provision at undergraduate level. If the course proves a success in pedagogical terms and there is sufficient demand, we envisage the development of future courses, with the long-term aim of offering a distance education route through access to postgraduate provision. Achieving this aim requires a long-term commitment to developing other part-time distance courses that articulate with these modules in a cross-disciplinary degree structure within the Humanities. Ultimately, it requires the existence of sufficient comparable courses to enable a broad range of studies on the basis of part-time distance learning, in any subject, and at any level across the institution. As a flagship undergraduate distance course, it must also meet University requirements to an exemplary degree, and specifically those Quality Assurance guidelines being developed by GUIDE for distance education. The template we produce must therefore be of the highest possible quality, whilst remaining reasonably adaptable to future requirements. The development experience must inform and enable GUIDE to better assist future projects employing digital resources. GUIDE has been working with a lecturer in the History of Art department to develop the first module on which the template will be based. In the first year, the module will run parallel to the face-to-face one, although it will cover different themes and use very different methods. It is not simply a distance version of the existing campus-based module. The process of designing a new distance learning course is very different from that involved in attempts to translate existing teaching materials into distance learning format. Existing Level-2 provision is heavily reliant on lectures. It is partly in order to investigate more exploratory, active learning approaches that this course has been conceived. It will be largely, though not entirely, web-based, and make use of group and peer-learning methods. We see the medium of online distance learning as enabling the transformation of the relationship between student, lecturer and the sources of learning materials - a transformation which, according to constructivist advocates of networked learning, will be necessary for the success of these methods. In the development of this course, therefore, we have sought to identify the main features of this transformation with particular reference to art history. We have designed the course with a view to minimising the negative effects of losing face-to-face contact and maximising the benefits of technology-assisted distance education. We do this with the understanding that this constitutes not merely a compromise, but a fundamental change in what it means to teach, learn and communicate. The fit with existing provision is only one of the issues raised. Another results from these different aims for the distance modules. The teaching of the discipline of art history and indeed the discipline itself - would have been unthinkable without the photographic transparency. Although it is exponentially more portable than a work of art, the transparency is also exponentially less portable than its digital equivalent. The new methods and web-based delivery will only be adding value to lecture-based provision if the technology is harnessed to provide easy, 'on-demand' access to source materials, especially digital resources. Ironically, the emergence of the technology for high quality digitisation of images promises a utopia of accessibility whilst simultaneously aggravating the problem of copyright. It has sometimes seemed as though the complexity of copyright law has resulted in a situation where the ability to access and use images is more restrictive now than before digitisation. Other complex issues in the course design include the need to retain and extend successful features of the on-campus provision in Art History without competing too heavily for recruitment from the full-time student population (especially in the early stages when the options for continuation by these methods will be severely limited), and generic issues in online teaching and learning, especially those affecting developments in the Humanities. The effects of these considerations will be demonstrated in the design and evaluation of the course which will, by July 2000, be preparing for delivery. Some suggestions which might facilitate the use of visual resources in teaching, drawn from our experience, will be offered to digital image service providers. Specific complications we encountered will be explored and those solutions we have found described. We hope these will help to ease the path for future users of these exciting resources in Humanities teaching.