Second language acquisition has social and psychological perspectives. The success of second-language learning depends very much on how a learner is motivated to learn the second language. Motivation is the central element in Gardner's Socio-Educational Model (Gardner, 1985). Factor analysis illustrated four major constructs: Integrativeness, Attitudes toward the Learning Situation, Motivation, and French-Language Anxiety (Gardner & MacIntyre, 1993). Intergrativeness was considered as the most important factor in explaining the language learning motivation (Csizér, Dörnyei, 2005). Language learning is culturally based, and people speaking the same language would quickly identify themselves from people speaking other languages. It is assumed in Gardner's model that if a learner identifies him/herself as a member of the second language group, he/she would have higher motivation to learn the language. In the language-learning context, the attitudes toward language situation, and the anxiety perceived in language class and language use environments affect the learner's persistence in language learning. The present paper tries to identify factors pertinent to the learning of English as a second language in Hong Kong and Sydney, Australia. Path modelling will be used to determine the relative contribution of English language motivation, language anxiety and Attitudes toward English learning.[Copyright of Australian Association for Research in Education (AARE) at http://www.aare.edu.au]