To predict and explain E-learning usage in higher educational institutes (HEIs) better, this research conceptualized E-learning usage as two steps, E-learning uptake and continuance. The aim was to build a model of effective uptake and continuance of E-learning in HEIs, or ‘EUCH’. The EUCH model was constructed by applying five grounded theories: Unified Theory of Acceptance and Use of Technology (UTAUT); Keller’s ARCS model; Theory of Reasoned Action (TRA); Cognitive Dissonance Theory (CDT); and Adaptation Level Theory (ALT). The preliminarystudy was conducted with experts and end users (students) to confirm the factors of E learning uptake and continuance. With confirmation through triangulation from at least two source of data (literature, expert and end user review), all the proposed factors were indeed confirmed. A longitudinal study was conducted in a Thai university to: (a) assess the model’s performance for E learning uptake and continued use; (b) validate the relationships between the proposed EUCH model variables; and (c) investigate the consequence of E-learning usage on students’ learning performance. The results of the longitudinal study suggested that: (a) the EUCH model does as well in predicting the uptake and continued use of E-learning as the existing comparative models (TAM, UTAUT and ECM), the improvement however was found in its explanation; (b) students’ initial expectations influence their uptake of E-learning and the changes in their expectation during usage time period have an influence on their continued use; (c) no influence was found from E-learning usage on students’ learning performance. Even though the effect of E-learning usage to a student’s learning performance are not confirmed by the empirical results of this study, it could be argued that E-learning usage is an initial condition for realizing the benefits of E-learning on students and HEI: if there is no use, there will be no benefit. Although its predictive power and precision of equation prediction on E-learning uptake and continuance was not found to be an improvement on comparative models on purely statistical grounds, the EUCH model, which bridges the existing gap between findings on uptake and continuance of E-learning, provides an improved understanding of the processes of E-learning usage and the prediction of E-learning usage at any given time within a single model.