The primary questions addressed in this paper are the following: what are the factors that affect students' adoption of an e-learning system and what are the relationships among these factors? This paper investigates and identifies some of the major factors affecting students' adoption of an e-learning system in a university in Jordan. E-learning adoption is approached from the information systems acceptance point of view. This suggests that a prior condition for learning effectively using e-learning systems is that students must actually use them. Thus, a greater knowledge of the factors that affect IT adoption and their interrelationships is a pre-cursor to a better understanding of student acceptance of e-learning systems. In turn, this will help and guide those who develop, implement, and deliver e-learning systems. In this study, an extended version of the Technology Acceptance Model (TAM) was developed to investigate the underlying factors that influence students' decisions to use an e-learning system. The TAM was populated using data gathered from a survey of 486 undergraduate students using the Moodle based e-learning system at the Arab Open University. The model was estimated using Structural Equation Modelling (SEM). A path model was developed to analyze the relationships between the factors to explain students' adoption of the e-learning system. Whilst findings support existing literature about prior experience affecting perceptions, they also point to surprising group effects, which may merit future exploration. (Contains 3 figures and 6 tables.)