This qualitative, grounded-theory study investigated learning motivation differences among three achievement groupings of undergraduate students enrolled in the College of Education and Human Sciences at the University of Nebraska-Lincoln. Nine students participated in in-depth interviews that explored their reasons for pursuing their degree, their learning experiences in a university setting, their perceptions about meaningful learning experiences, and the nature of factors that both enhance and challenge their learning motivation. Participant responses conveyed strategies and conditions that were coded and analyzed, and a theoretical model was developed describing causal conditions that underlie students' motivation to learn, phenomena that arose from those conditions, contexts that influenced learning motivation, intervening conditions that influenced the development of learning motivation, actual study and coping strategies, and consequences of context and specific strategies. Subcategories of each component of the theoretical model were identified and illustrated by narrative data. Implications for learning motivation research and instructional practice extended Dweck's (2000) self-theories construct. Mastery learning was more likely to occur when content was perceived to be related to career goals, and higher achievers tended to exhibit a greater facility for multiple perspective-taking. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]