The increasing research in the areas of information technology have a positive impact in the world of education. The implementation of e-learning is one of contribution from information technology to the world of education. The implementation of e-learning has been implemented by several educational institutions in Indonesia. E-Learning provides many benefits such as flexibility, diversity, measurement, and so on. The current e-learning applications required large investments in infrastructure systems regardless of commercial or open source e-learning application. If the institution tended to use open source e-learning application it would need more cost to hire professional staff to maintain and upgrade the e-learning application. It can be challenging to implement e-learning in educational institutions. Another problem that can arise in the use of e-laerning trend today is more likely to institution building their own e-learning system itself. If two or more institutions are willing to build and use an e-learning so they can minimize the expenditure to develop the system and share learning materials more likely happened. This paper discuss the current state and challenges in e-learning and then explained the basic concept and previous proposed architectures of cloud computing. In this paper authors also proposed a model of cloud-based e-learning that consists of five layer, namely: (1) infrastructure layer; (2) platform layer; (3) application layer; (4) access layer; and (5) user layer. In addition to this paper we also illustrated the shift paradigm from conventional e-learning to cloud-based e-learning and described the expected benefits by using cloud-based e-learning.