A rapidly growing number of schools in developing countries are introducing packages of OERs through offline solutions such as APTUS, Rachel, Internet In A Box etc. Such solutions typically deliver thousands of teaching videos, free books and text books, digital dictionaries and encyclopaedias, interactive exercises, real time student progress details etc. The schools they are delivered to typically have few educational resources, undertrained teachers and poor teaching and learning support systems. The paper will draw on several years of experience in Pacific Small Island States in implementing a range of ICT4E projects and provide insights into issues raised by this new approach of flooding schools with OERs. It will critically evaluate much of the developed world approaches to OERs for relevance, noting they come from reasonably well functioning education systems with well trained teachers, adequate resources and support systems and an ICT and information literate population. The paper will attempt to answer the question – What do we need to do to ensure maximum learning benefits come from such use of such OERs. To do this, it will examine the method and practices of deploying and accessing these OERs and identify gaps and inadequacies and make recommendations to address them// Paper ID 155