The primary purpose of this study was to investigate the factors that influence distance learners? intention to use mobile learning via SMS technology. The study was conducted in the School of Distance Education, Universiti Sains Malaysia based on a sample of 51 distance learners having the experience of using SMS-learning in their respective distance learning courses. The study employed the Technology Acceptance Model as a research framework, extended with two proposed external variables: the design of SMS-learning content and perceived convenience of SMS-learning. The study was conducted using online survey research methodology employing questionnaires with a 5-point Likert scale technique. The results which were analysed using Partial Least Squares technique revealed that strong relationships existed between design of learning contents and perceived ease of use. The value of R2 further revealed that the two predictor variables: perceived convenience and perceived usefulness explained 77.2% of the variance in distance learners? intention to use SMS-learning. This implies that mobile learning is highly endorsed as long as it provides convenience and usefulness to the users.