The Internet, and new information and communication technologies available through the Internet, provides medical educators with an opportunity to develop unique on-line learning environments with real potential to improve physician's knowledge and effect change in their clinical practice. There are approximately 100 websites offering on-line CME courses in the USA alone. However, few of these CME courses appear to be based upon sound educational principles or CME research and may have little chance of achieving the broader goals of CME. The majority of these courses closely resemble their traditional counterparts (e.g. paper-based books are now electronic books) and appear to be mere substitutions for old-technology CME resources. Whilst some CME providers add unique features of the Internet to enrich their websites, they do not employ strategies to optimise the learning opportunities afforded by this new technology. The adoption of adult learning principles, reflective practice and problem based approaches can be used as a foundation for sound CME course design. In addition, knowledge of Internet technology and the learning opportunities is affords, together with strategies to maintain participation and new assessment paradigms are all needed for developing online CME. We argue for an evidence-based and strategic approach to the development of on-line CME courses designed to enhance physician learning and facilitate change in clinical behaviour.