A sequence of Bioengineering courses are under development at the State University of New York at Stony Brook, to be used as part of a minor program to introduce students in the College of Arts and Sciences to Bioengineering and as freshmen/sophomore level courses in a Bioengineering major. Each course is composed of a series of contextual learning modules (CLMs) with a common theme, which are 4-6 contact hour modules, each introducing one major engineering concept in a biological context. Approximately one hour is devoted to class discussion of the context, ~3-4 hours doing hands on experimentation coupled with didactic presentation and ~1-2 hours of group participation in a design experience. The intent is to more clearly indicate to the students how the engineering concept may be integrated into their existing "world map" and thereby motivate the students to learn to apply the new knowledge. Our experience thus far suggests that students are enthusiastic about the CLM approach, but future studies will determine whether or not retention of content is improved. One drawback, depending on one’s point of view of the CLM approach is that by increasing discussion of the context within which the material fits and hands-on experiences of the concepts being presented, the amount of content which may be presented in a standard length course must be reduced.