The School of Architecture and Construction of the University of Greenwich has successfully delivered a range of distance learning programmes, mainly in Hong Kong, Malaysia and China, since the early 1990s. The method of delivery has been through paper-based study material and study weekends held twice a year at each centre. Recently, the distance learning market has become more fragmented, diverse and scattered with students expecting multimedia programme delivery. In 2003, the decision was taken to examine the potential of electronic teaching and learning systems to meet changing student expectations. This paper describes the experiences of the authors as they retrofitted an e-learning solution to an existing distance learning course. The paper, through the use of a case study methodology, critically reviews the various stages of the retrofitting process and highlights the key factors that affected its progress. The paper concludes that, while it was technically feasible to retrofit an e-learning solution to a traditional paper-based course, the trade-offs between the potential benefits and associated costs, and the need to clearly articulate these to other stakeholders in the distance learning programme, was a major inhibitor on both the scale and speed of development. © 2006 Taylor & Francis Group, LLC.