Previous research and policy in online education has underestimated the amount of effort and commitment required by those asked to develop and deliver courses online. Although implementation of e-learning technologies is on the rise, the faculty adoption rate is slow. Prior studies attribute the lack of adoption to faculty resistance to online teaching technologies (C. Gunawardena, 1990; D. McNeil, 1990; K. Stinehart, 1988). However, the way faculty perceive and respond to other issues associated with the online context are constructs worth examining. This study examines the beliefs, concerns, and practices of faculty from three state universities to determine implications for long-range e-learning reform. Data sources included 24 semi-structured interviews with faculty and administrators, archival document review, observational data, and participant questionnaires. Findings indicate that the combination of university policy disincentives confounds university efforts to encourage and train faculty to teach online. Such disincentives are the real reason that faculty fail to join the quest for online education. (Contains 24 references.) (SLD)