An increasing number of developmental students are attending colleges, however, little is known about their reasons for enrolling. A motivational orientation measure was used in this study to compare reasons why developmental and non-developmental students enrolled in courses at three colleges: Hampton Institute, Old Dominion University, and a two-year community college. These students were also compared on selected demographic variables (age, race, income, year graduated from high school, high school grade average). A survey method was used to collect data which included a demographic questionnaire and a modified version of Boshier's Education Participation Scale, a measure of the extent to which 40 reasons influence students to attend college. The responses of 934 subjects were factor analyzed and six clusters of motivational factors were identified. Comparison of raw factor scores and mean factor scores on six derived motivational factors scales were made for developmental and non-developmental subjects through a series of t-Tests and Analysis of Variance procedures. The Scheffé post hoc analysis was used to determine directionality of significance. Demographics (age, income) were treated the same way. The study found that developmental and non-developmental students were similar in their motivational orientations within and also across institutions. Developmental and non-developmental students were found to be more different on selected demographic variables within institutions than they were between institutions. / Ed. D.