The document summarizes the evolution of the Aquaculture Fisheries Research and Educational Library (AFREL) at the University of Arkansas at Pine Bluff. It describes how AFREL started as an underfunded library with no librarian and many lost books, and transformed in 2005 with a capacity building grant that provided furnishings, a librarian, online journals and databases. Title III funding later helped expand the journals collection. Currently, AFREL has approximately 1000 fisheries books, 45 online journals, and sees 3000 visits per year. It functions as a cyberlibrary providing online and physical resources to students, faculty and the public. However, its physical space is now cramped and limits growth and new services like distance learning