This paper reports on an exploratory study which used Flanagan's Critical Incident Technique to examine students' experiences in taking their first distance education course. Specifically, the study asked what incidents hindered or facilitated persistence in the course, and if reports of experiences from completers of the course were different from those of non-completers. The 40 subjects for the sample were drawn at random from selected courses at Athabasca University, an open admission distance education institution serving students across Canada. Thirteen categories of student experience were noted, including student interaction with the institution, course content and design, pre-course preparation and prior expectations, and support from sources outside the university. It was further discovered that significant factors affecting attrition included: (1) background and defining characteristics of the student such as age, enrollment status, and gender; (2) academic variables such as study habits and course availability; (3) environmental variables such as finances, hours of employment, outside encouragement, and family responsibility; and (4) psychological variables such as perceived utility of studies, satisfaction, goal commitment, and stress. It is concluded that if retention strategies can be developed which will change students' experiences or the way in which they perceive or respond to certain experiences, attrition rates may be lowered. (DB)