In 2014 a unique group of California higher education faculty established by CA state legislation selected the 50 highest impact, lower division courses which were articulated across the three CA public higher education systems. The CA OER Council curated via a faculty peer review process an open textbook library as a resource for faculty to support their search and selection of quality and affordable textbooks. Through grant funded opportunities, a number of faculty in the CA state university system adopted an open educational resource for at least one semester with the understanding that they would share theirs and their students’ open textbook adoption experiences. This presentation will highlight the faculty and students experiences with adopting and using open textbooks. It will highlight the faculty and students’ positive and sometimes challenging experiences, and it will help inform the open textbook community as the adoption of open textbooks is becoming more mainstream.