Motivation towards English learning in Japanese schools today is analyzed according to John Condry and James Chambers' process-of-learning paradigm. The four stages of learning (initial engagement, process, disengagement, and re-engagement) are shown to emit different processes of learning in students based on whether learning is intrinsically or extrinsically motivated. Intrinsic learning motivation involves an inner desire to learn a more integrated set of skills stimulated by personal interest and curiosity. Such students tend to use more of the available English language information and are more involved in the process of learning. Extrinsically motivated students are focused on achieving the external reward, which in this case is proficiency in English on entrance examinations for higher education institutions. The emphasis is on the end product of education. Here, students tend to short-cut the learning process, use less information, and develop fewer learning strategies. Edward Deci's Cognitive Evaluation Theory is presented to show how the intrinsic motivation context changes to the extrinsic context when rewards are administered for activities that were originally intrinsic. Some suggestions are offered on how guided classroom learning may be stimulated by intrinsically motivated tasks. (Author/MSE)