In Fall 1998, an on-line intermediate grammar/writing course was offered using the Internet and e-mail as the primary means of instruction and communication. The goal was to transfer successfully the involvement and the dynamism of the ESL classroom to an on-line environment. The author describes the planning involved in adapting an existing course to the Internet, including the rationale for instructional design decisions. At the end of the semester, the course was evaluated both by the instructor and by the students. While general communication between teacher and student was good, the author concludes that the adaptation was not completely successful. Based on the evaluations, recommendations are given for improving the course in future semesters.