E-learning can be considered as a useful tool for enhancing the quality of the educational process. However, the success of any technology application is dependent on how good it would satisfy the needs of its key stockholders, who compose the constituency of an organization and address their concerns. In the context of e-learning, students are the main stakeholders. Therefore, there is an emergent need to understand the factors that influence the use of e-learning to satisfy the students and improve their learning. The main aim of the current study is to investigate the factors that affect the use of e-learning by the postgraduate students at the Arab Open University. Factors such as motivation and social interaction were selected to be potential factors for using e-learning. Moreover, the effect of e-learning on the students' perceived satisfaction and performance was examined. The study sample is comprised of postgraduate students enrolled in the AOU-the Kingdom of Bahrain branch. One hundred and fifty surveys were distributed both in person and as a web survey. The results provide a great indication about the use of e-learning at the Kingdom of Bahrain. Results on the research model and hypotheses show that motivation is the main factor that has the most significant impact on using e-learning at the AOU, followed by student-student interaction. Student-instructor interaction has shown to have an indirect impact on e-learning via motivation.Keywords: Arab Open University; E-Learning; Motivation; Student-Student Interaction; Student-Instructor Interaction; Student's Perceived Satisfaction; Students' Performance Introduction E-learning presents new channels and approaches for the traditional method of teaching and learning. It is one of the innovative approaches for learning which challenge the traditional style of teaching and change the lecturers' work patterns (Freire, 1994;Singh et al., 2005). E-learning is defined as the use of modern ICT and emergent media such as Internet, satellite broadcast, interactive TV and so on to deliver instruction, information and learning content (Freire, 1994;Selim, 2007). Elearning provides more emergent teaching tools that facilitate more effective teaching methods compared to that of the traditional teaching methods (Volery et al., 2002). With e-learning, instructors' schedules are redefined, as well as their duties and relationships toward students (Young, 2002). Instructors are provided with superior teaching tools and methods, allowing them to test students in real business situations (Singh et al., 2005). In addition they are given the opportunity to distribute up-to-date course content in relatively no time and apply knowledge in contemporary situations (Teare, 2000). Moreover, using such innovative learning tools, instructor can eliminate the students' technical frustrations, enhance their social interaction and encourage their involvement in an online community (Singh et al., 2005).Although e-learning may increase access flexibility, eliminate geographical barriers ...