Whereas most strategies for enhancing motivation to learn are useful for whole-class instruction and for promoting motivation to learn in all students, additional strategies might be necessary for alienated and discouraged students. These are students who do not have any interest in or value for school, do not have personal goals to learn, and do not respond to extrinsic rewards. Some students have lost confidence and willingness to learn. For these students, more focused strategies are needed to get them to re-engage and develop motivation to learn. These strategies are the focus of this chapter. Strategies for alienated students focus on goal setting, developing positive teacher-student and peer relationships, developing values for learning, and self-regulation. Strategies for working with discouraged and slow learners include attribution retraining, efficacy training, and strategy training.