This study aimed to investigate and classify faculty members' instructional priorities for adopting OER. In-depth interview data were collected from 10 faculty members from different regions and analyzed with NVivo 10. The original supposition was that the well-established instructional priorities, effectiveness, efficiency, and appeal would apply. However, it was found that in adopting OER, these faculty members had four instructional priorities: effectiveness, efficiency, appeal, and extension. Effectiveness was the most important consideration, followed by extension, appeal, and efficiency. Regional differences were also apparent. These findings were drawn upon to propose an elaborated model of instructional priorities for adopting OER.