The involvement of multiple campuses in larger scale distance learning initiatives significantly increases the complexity of issues to be considered in program design. The most significant "system" or "scale" issues are interactivity, faculty responsibility/oversight, choice of technology, ownership and revenue utilization, student assessment, integrity and credibility of student work, facilities and equipment, student services, admissions, fees, and articulation. Some issues, most of which require special attention in a distance learning program, are favorably affected by the increase in scale: maintenance of currency, faculty support services, program evaluation, library resources, marketing and recruiting, student technology support, and cost effectiveness. Considerations which are both favorably affected and made more difficult by the increased scale include faculty training and long-range planning, budget, and policy development, including tuition issues and articulation. This paper describes the larger scale virtual university activities of the California Virtual University and the California State University system.