PCF3 // The major challenge to Higher Education institutions in South Africa today is a response to the Higher Education Act, 101 (1997) and the expectations in the Education White Paper 3, (1997). Among these challenges are focus areas like redress, equity, quality, access and massification. Through policies of open access, many more students (massification) some prepared, some partially prepared and some without preparation are entering Higher Education increasing problems of retention and a low pass rate that already existed. // Learner Support programmes therefore have become critical to all institutions since Act 101 stipulates increased participation and increased graduate output as expected outcomes. At the same time there is not consensus between academic staff about the need and importance of learner support. // This study examines the situation of Learner Support in Distance Education Institutions in South Africa. It also focuses on the challenge to the merged institutions, UNISA and TSA to comply with the acts and the criteria of the Higher Education Quality Committee, HEQC.