The study of a language other than English has become a compulsory part of the school curriculum. While this can be seen as a welcome development, it is also the cause of anxiety for many teachers faced with what they perceive as a captive but reluctant audience for language learning. At the same time the government has set ambitious targets for students completing a second language at VCE level. One area of concern is the small proportion of males continuing with the study of a second language. This thesis presents the results of a study into the motivational factors influencing male students in the middle years of secondary school to continue with their study of a language. Data was gathered from all Year 9 LOTE (French and Japanese) students in an all-boys school in a large regional centre using questionnaires and a set classroom task. A number of key staff was also interviewed. This triangulation of data allowed for different perspectives on the issue of motivation for this cohort of students as well as on the nature of the classroom program. Results suggest the strong influence of instrumental factors in students' choice to continue with their study of a language. Results also highlight the importance of providing a wide range of active language learning opportunities linked to boys' interests.