This study investigated motivational factors that are related to engaging in conceptual change learning. While previous studies have recognized the resistance of students' scientific conceptions to change, few have investigated the role that non-cognitive factors might play when students are exposed to conceptual change instruction. In this study, three research questions were examined: (a) what instructional strategies were used to promote learning for conceptual change and increase students' motivation for learning science? (b) what are the patterns of motivation to engage in conceptual change learning for the students in this study? and (c) what individual profiles can be constructed from four motivational factors (i.e., behavioral and cognitive engagement, goals, values, self-efficacy and control beliefs)? Answers to these questions suggest how these profiles are linked to student behavioral and cognitive engagement during conceptual change learning in science. The subjects for this study included eleven 12th-grade students (ages 17-18) in a traditional calculus-based physics class and their teacher. Data collected for this study included classroom observation of students and teacher, self-reported responses to the Motivated Strategies for Learning Questionnaire (MSLQ), and structured interviews with individual students. Analysis of these data resulted in a motivational factor profile for each student and a cross-case analysis for the entire group. Results from this study indicate that individual differences in the profile for each student did influence their engagement in learning science. Among these motivation factors, task value and control beliefs were most important for most students. The implication of these findings are that teachers need to encourage students to find learning for conceptual change a valuable task, and that students need to find applications for their new conceptions within their everyday lives. Furthermore, students' motivation to learn was also influenced by factors not captured by the MLSQ, such as the teacher's personality, which had a positive influence on student learning. The overall conclusion drawn from the study is that conceptual change instruction requires the teacher to be aware of the factors which motivate learning when that learning follows strategies for conceptual change. (Contains 20 references.) (Author/ASK)