Although optics is a common area of activity among professional physicists and engineers, the subject itself is typically not a significant component of Bachelor degrees in physics or engineering. Consequently, large numbers of scientists and engineers find themselves working in the field of optics without formal education in the subject. Although such education would often prove valuable to them, it is not conveniently available via conventional full-time courses. Another group of persons includes those who are not working in an optics-related field, but would like to be, and yet cannot contemplate the cost and dislocation associated with a conventional full-time Masters course. For both these groups, a flexible Masters course in optics by distance-learning could be appropriate. It is for these reasons that interest has arisen recently in such forms of optics education. This paper describes a flexible distance-learning model for postgraduate education in optics that has been implemented at the University of Reading, England, where there has been a full-time optics Masters course in Applied and Modern Optics for almost 40 years. The model is modular and credit-based, and includes various levels of qualification from CPD to Masters. A distance-learning module on optical design is discussed as an example, and it is hoped to make this module freely available on-line via the internet to delegates at this conference for them to explore in their own time. The importance of choosing optical-design case studies appropriate to this learning style is discussed. The problem of lab work within a distance-learning optics course is described, and current and possible future solutions are discussed.