One of the most critical elements for student success and retention in E-learning classes is being able to be a discipline learner with good study habits. Students must be able to understand the lesson format be able to maneuver software tools for greater comprehension of course content. It would be an ideal situation if all students taking E-learning classes were of similar abilities; motivated to do well and have a clear understanding that time management, independence and self discipline are major key elements in their success in online classes.The quality of on-line education has been on a controversy block since it was introduced into higher education learning; and the debate regarding its validity to learning continues. This paper will address E-literacy skills as being the fundamental set for success with at-risk students. Several classes were followed over a five year period with various interventions to improve atrisk student learning outcomes and retention in the class. The final year three classes were part of a national study using interventions to improve progress of at-risk students; all classes were taught by the writer. Various intervention strategies were explored to off-set failure rates and class withdrawals; results showed marginal progress.Poor E-literacy skills, understanding how to maneuver the frameworks, basic reading and comprehension skills have been found as major contributors to this writer's class failure and droprate. Many at-risk students with poor E-literacy skills have a history of poor performance that have followed them throughout their educational journey. E-literacy skills are defined as comprehending and mastering technology systems used to deliver cyber classes, having the ability to read, write, comprehend, and having developed study skills and habits. At-Risk students for the purpose of this paper is defined as students who are in jeopardy of failing, needs additional support, and who are not meeting or expected to meet the established goals of the institutions' educational programs.The term online and E-learning will be used interchangeable and will refer to formal and nonformal courses that use an information net work on the internet, an internet (LAN) or external (WAN), the terms will be used for partial (hybrid, enhanced) or full course delivery.