This report records tasks completed during the last 3 years by the Commonwealth of Learning, which has promoted, supported, advanced, and enriched the practice of distance and open learning Commonwealth-wide since 1989. It begins with two messages: "There Will Have To Be Another Way" (H. Ian Macdonald) and "Achieving Goals, Working Together" (Gajaraj Dhanarajan). A section highlights programs that addressed basic, vocational, and nonformal education; used information and communications technologies; focused on gender and development; provided academic and professional services, including training and creating opportunities for youth; adapted learning materials and resources; provided information and support; and advocated use of distance and open learning. Other sections address collaborative course offerings; alliances and partnerships; governance and management; responding regionally; and support from and for governments. The report includes one-page descriptions of these special projects: virtual learning; the suitcase station, which is a portable radio project; Canada Caribbean Distance Education Scholarship Program; the Media Empowerment program that uses digital technology to produce farm instructional videos; Commonwealth Educational Media Center for Asia; and Literacy Project. Appended are lists of publications, Board of Governors, and senior staff; and summary financial information. (YLB)