As online education becomes more ubiquitous nationally, it becomes even more strategic locally on each college campus. Some higher education institutions have been more dynamic and decisive, and others paralyzed to act. The very balance of academic power--as measured by enrollments, institutional reach and public awareness-- has begun to shift over just the past decade. About one-quarter of the nation's students enroll online, and about one-eighth do so exclusively. A small percentage of universities have secured a disproportionately larger share of distance learners--primarily within their own territory, though some have gone nationally and even globally. Some regions have created an enormous array of access options for their residents and others; while other regions (like New England) have not nearly the same proportion of online learners. Some institutions have amassed large numbers of online programs and students, while a far greater number watch from the sidelines. Those colleges and universities lagging behind are understandably concerned about their future competitiveness as those more nimble encroach on their territory. Over the past year, the author has been conducting qualitative research on those institutions with a bias towards action--and interviewing academic leaders at 29 universities where significant progress has occurred in restructuring online initiatives. Depending on an institution's goals and experience in online learning, three different models seem to be emerging at this transitional point, which were somewhat equally distributed within the sample of institutions: "Stand-Alone", "Shared", and "Virtual". Each of these models is discussed in this article.