Self-directed e-learning (SDEL) refers to electronic learning environments where there are often no peer learners or instructors regularly available. Past studies suggest that lack of time and lack of motivation are primary causes of learner attrition "in online settings." However, little is known about what influences motivational change during SDEL. We surveyed 368 adult learners from both higher education and corporate settings who had used commercial SDEL products. Results from stepwise regression analysis indicated that the best predictors of "motivation to begin" SDEL were perceived relevance, reported technology competence, and age. The best predictors of "motivation during SDEL" were perceived quality of instruction and learning (e-learning is right for me) and motivation to begin. Motivation during SDEL was the best predictor of "positive change in motivation", which in turn predicted learner satisfaction with SDEL. Instructional design principles for sustaining learner motivation in SDEL are identified from the findings of the present study. (Contains 2 figures and 2 tables.)