Behavioral intention research suggests that it can effectively predicts intention to adopt information technology and emphasizes the importance of examining antecedents of such use. However, the literature also highlights that individual behavioral intentions can be affected by external factors and social influences. Current study examines the impacts of different factors (quality, social, behavioral, and innovative) on behavioral intention to use e-learning system. We designed special instruments to examine female students' behavioral intention to adopt e-learning system by extending the TPB as foundational framework. An extension of TPB is used with McLean & Delone and Innovative Theory to enhance the overall theoretical framework. Survey data collected from 699 female e-learning participants to test the study hypotheses. Findings suggested that subjective norms, self-efficacy, environment quality, and perceived innovativeness presented significant associations to behavioral intention of e-learning. Research implications and limitations are also examined and discussed.