This document discusses open and distance learning (ODL) in developing societies, using the University of the South Pacific (USP) as a case study. It highlights some key challenges with ODL including cultural and linguistic diversity, inadequate educational resources, and balancing local and international needs. It also notes that while technology is important, ODL requires a holistic systems approach with leadership, planning, quality assurance, and partnership. Successful ODL implementation depends on addressing these basic factors, not just focusing on technology.