This paper describes the design and development of a learning object repository for a new statewide higher education initiative. The Texas Higher Education Coordinating Board is funding the redesign of large undergraduate courses; the redesigned courses are intended to improve student learning, retention and outcomes. The learning object repository stores and provides access to content from these courses. Content has been decomposed into discrete learning object varying in levels of granularity. The paper provides details on the proof-of-concept implementation developed in Phase I of a two-phase project. Special attention is given to key aspects such as the levels of granularity, metadata, technology, and user testing. Issues that emerged in Phase I are informing all facets of the next iteration of the repository.