University continuing and distance education is at a crossroads. This article asserts that a radical disruption in the competitive landscape for university-based continuing education (CE) is on the immediate horizon. University CE is threatened by external trends beyond its control and will likely not survive in its present form, or survive at all, without adapting to the changing marketplace. This disruption is occurring at the same time and is partially due to the increasing university demands on CE units to produce more income in part by scaling new markets and increasing customers in new ways. The signals and drivers of that change will be detailed, followed by a description of the competitive landscape that university CE will soon face. Universities will experience barriers in combating this competition, which, if not overcome, will spell the decline of many CE units and disruptions will also manifest themselves into major problems for the university as a whole. This article concludes with recommendations for CE and university leaders that may allow them to thrive and prosper as a part of that dynamic landscape.