Drawing from Cultural-Historical Activity Theory, this research analyzed the structural contradictions existing in the variety of educational activities and resistance among a group of alienated adult students in Korea National Open University (KNOU). Despite KNOU's quantitative development in student number, the students' resistance shed light on how the institution's top-down, bureaucratic pedagogical system collided with individual expectations and needs. As a ramification of their resistance, the students critically reflected upon their social position and the social status of the institution. In particular, their critical viewpoints demonstrate the incompatible roles that the distance higher education institution plays in Korean society. That is, while KNOU contributes to extending higher education opportunities for those who have unmet educational needs, the value of the KNOU degree has not been socially acknowledged since there is little, if any, competition in the entrance process. This study also documents how these contradictions were culturally and historically embedded in the participants' distance higher education activities. Given the persistent contradictions and the students' resistance, the research findings illuminate that KNOU's current distance higher education system has not effectively facilitated the students' learning. Its efficiency-oriented model inevitably entails a compromise between a competitive, quality curriculum and the efficient extension of audiences. To better accommodate those students' learning needs, this study suggests, KNOU should recommit to the Open University's original mission of providing quality higher education to broader audiences. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]