Abstract: Educational software e-Learning have become very crucial for modern societies. One of the most important used techniques is the web-based learning. Modern societies are divided into two types of students: Regular and gifted students. The later has various distinguished abilities compared with regular ones. In this research, a model to improve e-Learning system for gifted students in developing countries is proposed. The proposed model consists of two factors which are: performance expectancy and effort expectancy. The proposed model also aims to explore the key factors that affect gifted students’ acceptance of web-based learning. The proposed model is applied in Jordan where web-based learning concept was introduced in the 90s. The results gained from applying the proposed model in Jordan shows that the proposed model is accepted.