The paper examines the process by which quality is infused into the change process as The University of the West Indies expands its distance education offerings from a small project with a single main technology, core staff and a small number of students to a multi-media mode, main streamed across all faculties and several programmes, and aimed at reaching a wide cross section of students. This is done as the University seeks to widen access, increase its spread of offerings and promote academic excellence and student friendliness while, at the same time, containing cost. A quality assurance approach, examining and catering for inputs, throughputs and outputs, rather than a post hoc quality audit approach examining accountability, is used. The issues are examined from the perspectives of various stakeholders: governments, students, executive management, day to day administrators, academic staff and the change agents. It is found that this process involves a delicate balancing act, since the interests of the several stakeholders on a first analysis, frequently seem to be contradictory, yet all are legitimate if examined from each stakeholder's perspectives. The paper shows further that the drive for quality in the expansion of distance education is impacted by issues of structure--distance education requires economics of scale and, therefore, greater collaboration across campuses, but each campus has been given more autonomy; culture--academic organizational culture favours strong individual action and the relative isolation of units, while distance education calls for team work among individuals and a high level of collaboration among units; finance- the University is in a period of cost containment, when quality is expensive. The paper concludes that, despite these seeming contradictions and pressure points, the struggle for quality implies, and must consciously address, the attainment of a "win-win situation" if the University is to succeed in its development mandate for the region.