Nonresidential colleges are well-developed instructional systems that take into account system resources and constraints, system goals, human learning and communication principles, and subject matter structure. This document presents a discussion of 2 such instructional systems, the British Open University and New York's Empire State College, and in a comparative analysis discusses institutional objectives, program evaluation, planning subject matter, and planning communication systems. A discussion of possible system refinements is included as well as an appendix that lists desirable design features of an instructional system. (HS)