This study examined the influence of motivation and online self-regulation on students' online learning satisfaction. A sample of 1649 middle school students participated in the study. The findings suggested that online self-regulation and motivation played a driving role in students' online learning satisfaction and that motivation indirectly affected their online learning satisfaction through the three elements of a Community of Inquiry. These findings imply that both teachers and students should be targeted with interventions to improve students' satisfaction with their online learning. Future research should consider the impact of the relationship between motivation and online self-regulation. [For the complete proceedings, see ED639262.]