Motivational theorists in psychology have moved away from individual-based approaches to socio-cognitive and socio-ecological models to explain student engagement and motivation for learning. Such approaches consider, for example, the influence of family and neighborhood environments as important constructs in youth behavior. In this study, links between neighborhood condition (e.g. external appearance of the blocks nearest to the respondents' home), family dysfunction, and motivation for learning are investigated. Data were obtained from two hundred and sixteen (216) urban African American middle school children enrolled in a substance use prevention intervention. Analytic models show associations between poor neighborhood condition, and both family dysfunction and lower learning motivation, and poor neighborhood condition and lower learning motivation. Family dysfunction was also found to mediate the effect of neighborhood condition on motivated learning. Neighborhood and family characteristics are important determinants of urban schoolchildren's motivation for learning.