Raising students’ awareness of adopting the mobile-LMS and motivating them to continue using the mobile-LMS is essential in distance learning. This study aims to analyze the UTAUT-2 factor in explaining behavioral intentions and actual use of mobile-LSM. Empirical data collection uses a questionnaire distributed to 500 BINUS Online Learning students with purposive sampling who have been using the mobile-LMS for more than one year. Data analysis using SEM-PLS with SmartPLS 3.3.3 software. This study confirms that performance expectancy, effort expectancy, social influence, facilitating conditions, habit, and hedonic motivation positively affect behavioral intention. Likewise, facilitating conditions, hedonic motivation, habit, and behavioral intention positively affect the actual use of mobile-LMS. This research’s conclusions become input for universities implementing distance learning programs to increase students’ intention to adopt and continue to use mobile-LMS.