We recently had a meeting at the Foundation about the role of Open Educational Resource (OER) curriculum in the marketplace. When I think of OER, I think of the early work Mike Smith did as Director of Education at the Hewlett Foundation to jump start the movement. More recently though, the adoption of free resources like EngageNY.org has taken the textbook community by surprise. We started a fascinating conversation about the changing state of textbooks. Are they really a dinosaur and on the brink of extinction? Some argued yes, others argued no. Teachers always say they want free, but do they? “Is it really free?” challenged one participant—there are costs to supporting teachers in implementation. Who will help with implementation in the OER world? And what about the quality if teachers/schools/districts/states are just picking and choosing from what is out there without knowledge of what’s good? What about the coherence when you are allowed to pick apart digital assets– lessons or units– from a course and piece them back together? These were the questions that started to emerge as we talked about what role we might play in the space. One thing for sure is that OER market is growing and it’s not going away. It’s offering some interesting choices for states, districts, schools and individual teachers.