Distance learning is by no means a new phenomenon. However, new technologies provide a twist to distance learning that is making it grow and expand at an overwhelming rate. The National Center for Educational Statistics reported that in 1995, a third of U.S. post-secondary schools offered distance education courses with another quarter of these schools planning to do so in the next three years. During the summer of 1999, the UCLA Extension Service will offer more than 100 Web–based courses in continuing higher education to anyone and anywhere (Business Wire, 1999). When the rapid proliferation of Web-based courses as a distance learning option is considered, and then couple that proliferation with the fact that the World Wide Web (WWW) has only been “popular” for the past five years, this expansion is indeed overwhelming. While the numbers alone are enough to amaze and dazzle, what is more interesting, and should be of greater concern, are the instructional design and pedagogical issues that should form the foundation of Web-based courses (Ritchie & Hoffman, 1997). The technical proficiencies necessary to build a course Web site and all of its technological accompaniments are merely psychomotor skills that range from the simple to the highly complex. However, one of the reasons for the rapid proliferation of Web-based courses is the development of courseware packages (Web Course-In-A-Box, WebCT, ILN CourseInfo, etc.) that remedy the needs for instructors to worry about acquiring these technical skills (Hansen & Frick, 1997). Unfortunately, while these courseware packages, and the many Web editors available, may facilitate the development of Web-based courses, these tools don’t address the myriad of instructional design and pedagogical issues that must be considered before and during development. Hill (1997) lists some of these key issues, which include pedagogical, technological, organizational, institutional, and ethical questions. Many of these issues must be resolved prior to the development of the first Web page. In this chapter, we explore some of the research that has been done on Web-based courses, but our intent is to largely delve into the practical realities of designing pedagogically effective and accessible Web-based instruction (WBI). Specifically, we explore the importance of a needs assessment of learner characteristics in the design process to determine and therefore design for the technological abilities and capacities of target students. Additionally, potential solutions and recommendations on how to design a virtual classroom environment that fosters and facilitates active student learning are discussed. Finally, the authors examine the very real issue of course accessibility for all students and how various design elements can enhance the accessibility.