Presentation Description and Goals Japan is potentially one of the hottest markets for U.S. based colleges and universities seeking to expand their distance education offerings, due to strong Japanese demographics, which include the relatively high disposable income of the Japanese people; technology infrastructure; relative political stability; a strong cultural support for education, and years of required English language courses from junior high school through college. In fact, Japan is the number two country of origin for foreign students enrolled in U.S. face to face undergraduate programs (Muto, 2007). In addition, Japanese students lack opportunities to study online in Japan. The Japanese Ministry of Education, Culture, Sports Science, and Technology (MEXT), the body responsible for educational oversight and accreditation, has been slow to recognize the benefits of online learning and this has led to a lack of accreditation of Japanese programs. Part of this is due to that fact that in spite of the advances in technology in Japan, during the 1990s Japan fell behind the other industrialized countries of the world in exploiting information technology (Uchida, 2004) and there is still a distrust of using online platforms for educational purposes. Compounding the issue is a lack of awareness of the educational potential of online learning (McCarty, 1999). According to a 2003 white paper by the Economist Intelligence Unit, Japan as a country ranks 23rd in e-learning readiness (Economist Intelligence Unit & IBM, 2003). Increased opportunities for cross-cultural exchanges benefit students, and the online courseroom allows people from all over the world to interact and teach and learn from each other. Because few Japanese institutions are prepared to create and deliver online programs, American institutions have an advantage. However, it is necessary to understand the perceptions that Japanese learners have towards online learning in order to assess what barriers and opportunities exist. In this modest study, two hundred and thirty two Japanese undergraduate students in Japan were administered a Likert scale survey instrument in English to assess their self-reported readiness for online learning in English from a technical and linguistic standpoint; what cultural attitudes might impede success in English based online programs for Japanese students; whether they planned to go on to pursue graduate studies, and if so, how likely they were to consider enrolling in an online U.S. based graduate program. These questions were followed by several close-ended multiple choice questions in which students were asked to report what they would consider to be the most important feature in an online program, and whether they would prefer a totally online program or one that required some residency in the U.S. Fully half of the students responding to the survey (n = 114) stated that they would consider studying online in a U.S. graduate school, with some caveats. The results and analysis of this study can inform the practical applications U.S. institutions implement to connect with this student population at the undergraduate and graduate level.