The subject of this report is the development of online learning and how it might affect the university sector. The aim is to consider the potential and threat represented by this technology. To achieve this it is necessary to consider the strengths of the new online learning approaches, their likely development and plausible market reactions. It is a deliberate scenario-setting, written in order to facilitate strategic analysis and responses. The only judgments made are that, first, this is an important topic and that, second, this is in part because teachers have a responsibility to use technology well. No other position of judgment is taken as to what will happen in the coming years but instead four scenarios are described, each conveying a different level of impact upon UK higher education.