A 60-item questionnaire on conceptions of learning was mailed to students taking preparatory courses by distance learning with The Open University in the United Kingdom. Complete data were provided by 372 respondents. Their scores on six factor-based scales showed satisfactory internal consistency, cluster analysis identified five groups of students with distinct patterns of scores, and discriminant analysis identified the scales that served to distinguish among the clusters. Three groups had conceptions of learning based on critical thinking, personal development, and personal change, but the other groups had conceptions that were defined in largely negative terms. Adult learners embarking on distance education seem to hold distinctive conceptions of learning, which suggests that conceptions of learning are culturally and contextually dependent.