The adoption rate of e-learning is found to be in a poor state which is evident from the e-learning implementations as well as the e-learning readiness scores of Sri Lanka. The objective of this research is to develop a research model to identify factors that affect the adoption of e-learning in Sri Lanka. UTAUT was used as the theoretical foundation; however other variable extensions were included to improve the variance which the model intends to explain. Cross sectional survey was conducted with 358 responses which were analyzed using correlation analysis and regression analysis. Correlation analysis found that all variables were significant. However, anxiety was found to have a negative correlation. The model was able to explain 36.7% (R2=0.367) of variance in students acceptance of e-learning. The findings show that Performance Expectancy, Effort Expectancy, attitude towards e-learning, Self Efficacy, Positive Facilitation Conditions, and Social Influence need to be improved to increase students’ acceptance.