Motivational strategies and attitudes toward learning were examined among students in three fifth-grade classrooms. Teacher statements used to frame lessons, maintain the session and keep students on task, and handle responsibility for learning were extracted from transcripts of classroom observations. Lesson framing and management/maintenance statements were coded. Results suggested the operation of three different "games" in the classrooms. In the "Learning Game" classroom, twice as many lessons were introduced with motivational statements, as compared with the "Work Avoidance" and "Blame the Students" classrooms. More lessons in the "Learning Game" classroom than in the other two included positive motivational statements referring to intrinsic rather than extrinsic factors. Almost half of the management/maintenance statements in the "Learning Game" classroom were used to maintain student interest rather than to redirect students from off-task behavior. Neither of the teachers in the other two classrooms used these strategies. In the "Work Avoidance" classroom, students were not held responsible for incomplete work. In the "Blame the Students" classroom, the teacher did not see herself as responsible for poor performance. Results are discussed in terms of student motivation to learn and the importance of viewing the classrom as a learning setting rather than a work setting. (Author/RH)