As the Kentucky representative in the National Digital Newspaper Program (NDNP), the University of Kentucky Libraries Preservation and Digital Programs (UKPDP) team has worked extensively with historic newspaper digitization from microfilm over the last four years, using both an in-house production methodology and vendor resources. With more than 50 years experience with microfilming newspapers added to that, UKPDP is well versed with issues related to historic newspapers on microfilm. "Digitizing historic newspapers from microfilm" may sound as if all the work lies in the mechanics of digitization. Our experience tells us otherwise. If the digital surrogates are to be an accurate representation of the newspaper, there are several points to consider beforehand that have little or nothing to do with the digitization itself but, rather, with the newspapers and how they were microfilmed. This article identifies the more pressing of these issues and offers some solutions for them. It does not address in detail the more complicated affair of hardware, software, interface access, or storage associated with the digitization.