PEN-DOR (the Pennsylvania Education Digital Object Repository) is a digital library designed to provide access to the collective experience of teachers, students and administrators in public schools in building lesson plans and using curriculum materials. Using the WWW as a platform, PEN-DOR incorporates current research in digital libraries to provide K-12 educators with access to multimedia resources and tools to create new lesson plans and presentations, and to modify existing ones. The project is based on a distributed, object-oriented database architecture which supports the description and cataloguing of multimedia objects, and their use in support of teaching. The PEN-DOR project has elected to base its work on the GEM (Gateway to Educational Materials) metadata standard developed as part of the GEM union catalog project. Content for the database is solicited from government agencies and project partners, as well as from participating teachers. Once incorporated in the repository, materials can be organized in frameworks which form the basis for lessons, tutorials and presentations. As frameworks are developed, used, critiqued and modified, they will form a community memory of past experience. Critical issues include considerations of copyright, and usability and training for a geographically scattered user community. Supported by the state's Link-to-Learn program, the system will function as a resource for educators throughout Pennsylvania.