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This article describes the establishment of the Bangladesh Open University (BOU). It discusses the role the planners of the BOU envisaged for the University as a university offering tertiary level qualifications, and as a university offering non-formal and secondary school equivalency programmes. It describes the extent to which these plans were changed, and why. It evaluates the extent to which the early plans for the University have been achieved, and some of the problems still faced. In doing so, it offers the BOU as an appropriate model for the development of distance education in a Third World setting. M. Shamsher Ali was the founding Vice-Chancellor of the Bangladesh Open University; AK Enamul Haque, now at North South University, Dhaka, was Dean of the School of Business at the BOU; and Greville Rumble is Director of the South East Region at the Open University, UK, and was Chief Technical Adviser …