This article explores knowledge-building in an online distance-learning environment. The research examines how knowledge-building principles can be translated into online classroom practice for graduate students. Specifically, how do the course components and the online learning environments created in two online graduate courses contribute to student knowledge-building as evaluated by the 12 determinants proposed by Scardamalia (2003)? The results of the study indicated that the emphasis on social interaction and collaboration has enhanced student learning and fostered the socio-cognitive developments for knowledge-building. The course components and the learning environment created in the courses have encouraged knowledge-generation, representation, and linked annotations, which helped learners to organize their ideas from multiple perspectives and "integrate them with personal knowledge" (Hannafin, Land, & Oliver, 1999). Several significant findings are discussed including the students' strong feelings about community, and new ways of working and interacting in online settings. The students' learning process and products presented in this article indicate a rich knowledge-building experience.