This study seeks to begin answering two simple questions: "What motivates our students?" and its corollary, "What prevents our students from being motivated?" The motivation-hygiene theory (F. Herzberg, "Work and the nature of man," World Publishing, Cleveland, OH, 1966), a well-tested theory from organizational psychology, holds that people's motivation stems from two sources: the desire to grow psychologically and the desire to avoid pain or unpleasantness. Previous research shows psychological growth factors serve as motivators, while pain avoidance factors serve as hygiene factors, neutral when present, but de-motivating when absent. Using this theory as a lens, the current study examines student motivation and finds that similar patterns are present in the classroom. (Contains 2 tables, 1 figure and 2 notes.)