A trend in education is the use of electronic textbooks (e-textbook). A variety of research has examined the factors influencing the likelihood to purchase an e-textbook, from motivation to continuance. This research compares student adopters and non-adopters of e-textbook using a content analysis of comments to understand influencing factors. The data were collected via an online questionnaire by students at a medium-sized (USA) university. A total of 1,434 students responded with 758 adopters and 464 nonadopters providing written comments regarding the e-textbooks. The themes identified between the two groups were usability, type of class, accessibility, ownership, and learning impacts. Understanding the influencing factors of adoption from the adopter and the non-adopter are valuable to the future of e-textbook acceptance.