Army distance learning courseware must address the diverse needs of adult learners, to include those of Generation X and Y learners as well as distance learners. Their needs include the requirements to: 1) know why learning the knowledge or skill is necessary, 2) direct their own learning, 3) contribute their experiences to the learning situation 4) apply what they have learned in solving real world problems, and 5) feel competent and experience success throughout the training program. In addition to needs of adult learners, trainers must also consider characteristics of Generations X and Y such as the following: their inclination for independent learning experiences that incorporate fast-paced and visually intensive instruction, their need for frequent interactions with corresponding feedback, and their strong desire to experience a sense of accomplishment. Trainers must address barriers inherent in distance learning by incorporating the following into at-distance instruction: increased student-to-instructor feedback, more interactivity, highly structured learning activities to ensure distance learners do not lose track of where they are, and highly visual presentations. Army research has demonstrated that soldiers perform statistically significantly better when trainers incorporate these four features into instruction, an activity that is imperative in light of today s trend toward proliferation of reusable courseware. Army distance learning courseware designers must be trained in instructional design techniques that address these needs. The paper goes on to discuss special challenges for multimedia delivered through CD-ROM and via the Internet.