This paper presents findings of a study that examined young adolescents' motivational processes and use of strategies with expository text. Specifically, the study sought to determine how their attributes, self-efficacy, intrinsic value, anxiety, and goal orientation related to their use of cognitive and self-regulating strategies needed to understand expository text. Data were collected through classroom achievement scores, teacher interviews, and a survey of 226 eighth-grade students enrolled in all of the social-studies classes in a school system in northeastern Georgia. LISREL analysis was conducted of two structural models of the relationships among the different motivation, strategy-use, and achievement variables. Findings support a cognitive theory of learning that includes motivation as an important mediator of students' use of strategies. Performance and mastery orientation was a significant predictor of students' cognitive-strategy use; intrinsic value, but not self-efficacy, predicted strategy use; self-efficacy, but not intrinsic value, predicted classroom achievement; and self-regulating strategies seemed to act as a mediating variable between cognitive-strategy use and classroom achievement. Two figures and two tables are included. Appendices contain the survey instruments. (Contains 46 references.) (LMI)