Students begin their college studies with a set of epistemological beliefs about what they think knowledge is and how they think it is learned; for most students, the experience of college alters these beliefs in fundamental, transformative ways. This study explores the relation between epistemological beliefs, motivation, and cognition in two differing instructional contexts within the same mathematics course. The subjects included 438 first-semester calculus students at a large Midwestern research university. Students were enrolled in either experimental (New Wave) calculus sections or traditional calculus sections. Results indicated that intrinsic motivation and self-efficacy were correlated with sophistication of beliefs, though this was not true within the New Wave sections. This result suggests that students with more sophisticated beliefs, as measured by a strategies for learning questionnaire, are those students who reported that they are mastery-oriented and think that they are capable of doing well in mathematics. Intrinsically motivated students reported relative disagreement with the view of math as an isolated activity; the findings could be used to argue for the importance of group activities within mathematics. The results also provide some evidence for correlations between epistemological beliefs about mathematics and type of instruction. (RJM)