This article provides a case study of the development of the Open Learning Systems Education Trust's "English in Action" program in South Africa from 1993 to the end of 2004. It describes the program's development from a model focused on enhancing learner involvement and learner gains to a model of distance education and open learning focused on promoting teacher and learner gains through school, classroom, and teacher support, and through in-service teacher training. It documents the expansion of schools, teachers, and learners involved in the program over a 12-year period. It also points out the implications and limitations of the use of radio to enhance teacher and learner involvement in open learning, in terms of the renewed interest in radio learning which has taken place over recent years in developing countries, as well as more broadly internationally. (Contains 2 tables and 1 figure.)