The benefits of an e-learning system will not be maximized unless learners use the system. This study proposed and tested alternative models that seek to explain student intention to use an e-learning system when the system is used as a supplementary learning tool within a traditional class or a stand-alone distance education method. The models integrated determinants from the well-established technology acceptance model as well as system and participant characteristics cited in the research literature. Following a demonstration and use phase of the e-learning system, data were collected from 259 college students. Structural equation modeling provided better support for a model that hypothesized stronger effects of system characteristics on e-learning system use. Implications for both researchers and practitioners are discussed.