Designed to provide online resources for upper secondary students studying for the Higher School certificate (HSC), the NSW HSC Online Project aims to make quality resources easily accessible to rural and regional users in New South Wales (Australia). The project is a collaborative venture of Charles Sturt University and the New South Wales Department of Education and Training. Moving into its second phase in 2001, the project developed a new Web site and undertook large-scale content development. Content is currently available or undergoing development in 38 subject areas, including accredited vocational education and training subjects. This paper describes: (1) the growth and development of the project during its first phase (1996-2000), including early challenges associated with technology, issues of access and equity, and initial low traffic on the Web site; (2) innovations of the "second-generation" Web site, including visually friendly features, portfolio features for teachers, and resources for parents; (3) the commitment of resources needed, in terms of financial support, personnel time, technical assistance, and ongoing Web site maintenance; (4) continuing issues of access to technology in rural and remote areas, competition from private vendors, and the need to keep resources current; and (5) the value of project resources to rural teachers. (SV)