This paper examined critical factors which affect adaptation of E-learning in Higher Learning Institutions (HLIs) in Tanzania. The Study was guided by these specific objectives: to examine critical barriers of E-learning acceptance with focus on organizational culture or perception on E-learning ;to examine critical barriers of E-learning adaptation with reference to E-learning infrastructure; to ascertain critical barriers of E-learning acceptance with focus on quality content creation of E-learning content. Data was collected from academic and administrative staff randomly and purposively selected from two selected institutions namely the Open University of Tanzania (OUT) and the University of Dar -Es -Salaam (UDSM).These were selected as case study for this research based on criteria of their long experience and expertise in practicing E-learning. The analysis done through SPSS ver.20 and excel software revealed two critical barriers on acceptance of E-learning at HLIs which are quality of content creation for E-learning content and organizational culture towards E-learning adaptation also termed in this study as perception on E-learning. It was revealed that majority of E-learning practitioners have limited skills on creating quality content or basically no clear integration between Pedagogy and ICT. Study also indicated that employment market is inclined in favor of graduates that have gone learning through conventional learning approaches than those who attend E-learning programmes. The study also noted that institutions had ICT policy in place but were lacking reliable E-learning policy; to a large extent this led to lack of awareness among staff members. Study findings further indicated correlation between acceptance of E-Learning and organizational culture as well as quality of content creation. This study concludes that policy makers and administrators in HLIs have to institutionalize E-learning policy as enabling factor towards E-learning adaptation and increase efforts on quality content creation. Study recommends that this challenge can be addressed using ISA-BeL Model.