Where did all my students go? This question is (or could be) asked by faculty all over the world. It is most appropriate in response to the migration of students from one professor to another (who listens to and understands them), or from one University to another (where everyone responds to them). It happens when students realize that their learning environment is the same one their parents had – boring, stifling, and very limited. In this presentation, we will discuss and demonstrate some recent technology developments that easily modernize teaching methods and quickly engage students. Learning environments should not be confined to the classroom – it’s time for them to be retrofitted . . . we’ll look at some examples. Audio file available at http://www.archive.org/details/Retrofitting_Learning_Environments_339 Video is at http://video.google.com/videoplay?docid=-8633232169755148829&hl=en