This brief highlights some of the reasons that low motivation may prevent students from reaching their full educational potential. It begins with a discussion of some of the factors that contribute to this problem, including lack of relevance, fear of failure, learning problems, lack of challenge, and emotional distress. Most of the brief is devoted to suggestions for ways in which instruction can be structured to build student motivation. Following are some of the suggestions: Provide incentives for improved performance; combine all reinforcers with social praise and gradually fade the distribution of the incentives; offer students choices; allow flexible sequencing and due dates; help students set goals; make learning relevant; teach students about the learning process; and make the classroom a safe and encouraging place. Also included in the publication as sidebars are a model for motivating students; examples of options student could use as alternatives to a traditional book report; a list of classroom practices that undermine motivation; and additional tips for motivating reluctant learners. (Contains 31 references.) (WFA)