QuickTime Virtual Reality (QTVR) provides an opportunity for museums to share collections, exhibits, and research with a diverse audience: in the museum, in the classroom, and over the Internet. At the Illinois State Museum, we have been using QTVR technology to provide educational opportunities using collections and to enhance ongoing research efforts. Perhaps the most exciting use to which the ISM has put QTVR is as a component of the Museums in the Classroom project. Museums in the Classroom is an initiative of the Illinois State Board of Education under which museums, including the Illinois State Museum work closely with K-12 teachers and students throughout the state of Illinois to guide the classes in creating online and off-line projects on topics of interest to the museums and classes. In this project, the Illinois State Museum is working with the Brookfield Zoo and 25 schools on projects featuring natural and cultural diversity. An important component of this inte! raction is allowing students to come to the museum and to help them create QTVR objects of pieces from the museum collections which pertain to their research. The students then incorporate these objects into their WWW exhibits. Another important potential use of QTVR at the ISM involves communication with scholars who would like to borrow items from the collections for study. QTVR objects can be created of fragile items and researchers can view these via the Internet before determining whether they are needed. This may prevent shipping an item to a researcher only to have them find that the crucial portion of the specimen is not visible.