Abstract Motivating Adult Students taking a Basic Algebra Course in a University Setting Carol Beddard Understanding the motivation of students learning mathematics and using this understanding to strengthen motivation can improve mathematics instruction for students, especially students who may dislike math. Motivation is modeled as arising from an interaction of needs, goals and dimensions of the self, resulting in behavior that is regulated by feedback and external factors. The study uses a Conjecture-Driven design in the teaching situation of MATH 200 – Fundamental Concepts of Algebra which is a required course for many students. That they have to take a basic algebra course at the university level is indicative of some previous difficulties with mathematics which in turn can be linked to negative affect towards math. The conjecture was that motivation would be lacking among this group of students but that a class that is taught from a motivational standpoint would result in better attitudes towards math. Based on an a priori profile of motivational characteristics, the hypothetical student, the course was taught with the aim of improving motivation. Observations, course evaluations, a questionnaire and a survey were used to: (1) create a profile of observed motivational characteristics, the realistic student, and (2) to describe the effect of the course on student motivation. It was found that a classroom that addressed students’ needs for autonomy, competence and relatedness, promoted an understanding of why a procedure was used (rather than just how to apply the procedure), and that at all times respected the dignity of students, was motivational. In this classroom, the students reported improved affect towards mathematics across the dimensions of emotions, attitudes, beliefs and values.