One of the most significant changes in the field of education in this information age is the paradigm shift from teacher-centered to learner-centered education. Along with this paradigm shift, understanding of students' e-learning adoption behavior among various countries is urgently needed. South Korea's dense student population and high educational standards made investment in e-learning very cost-effective. However, despite the fact that South Korea is one of the fastest growing countries in e-learning, not much of the research results have been known to the globalized world. By investigating critical factors on e-learning adoption in South Korea, our study attempts to fill a gap in the individual country-level e-learning research. Based on the extensive literature review on flow theory, service quality, and the Technology Acceptance Model, our study proposes a research model which consists of four independent variables (instructor characteristics, teaching materials, design of learning contents, and playfulness), two belief variables (perceived usefulness and perceived ease of use), and one dependent variable (intention to use e-learning). Results of regression analyses are presented. Managerial implications of the findings and future research directions are also discussed. (Contains 4 tables and 1 figure.)