As the notion of learning objects has grown in popularity, so too has interest in how they should be stored to promote access and reusability. A key challenge to all repository projects is to understand the various motivations and needs to those wishing to contribute to and access the collection. To date there has been considerable attention given to technical issues of repositories, with much less consideration of how to attend to the needs of those who will use them. This chapter presents a needs analysis framework that was developed to guide the design of a new repository currently being created for the Australian higher education sector, The Carrick Exchange. The project to develop the framework is described, outlining the findings from analysis of literature and existing repositories, with input from a survey of potential users. The purpose of the framework was to distil key issues that should be considered in the design of the repository and we offer it here as an analytical tool that could be applied by others.