The authors have been actively engaged in E-learning starting in 1996, at the College of Staten Island, CUNY, a public university in New York City, New York, U.S.A. and Shanghai TV University, an open university in Shanghai, P.R. of China. We have reported on this work in [Chi, Klibaner, 1999, 2001, 2003]. This collaboration has been expanded to include a bilingual course offered simultaneously at both institutions. Of the many technical issues involved in such a simultaneous e-learning course, the time difference is the only one which remains immutable. This paper describes our experience with a hybrid course in Database Theory offered bilingually in Chinese and English and a Windows based terminal software laboratory. KEYWORDS Face to face (f2f), E-leaning