N 732. Elementary and upper school, general, selected and special education classes in two cities. Age mean 12 years. Data collected spring 2003, partly repeated spring 2004. A part-study of a larger School Motivation project. If the aim is for pupils to learn, they have to be in "a learning state" of mental readiness. The interpretation of social contexts influences the way pupils become interested and regulate their own behaviour. In this on-going study motivation is seen (like in the Self -Determination Theory) as a continuum from extrinsic to intrinsic. The more it is intrinsic, the more behavior is self-determined. The school environment can either threaten or support self- determination depending on how well it fulfills the basic psychological needs: 1. competence, 2. relatedness and 3. autonomy. The basic needs can be seen in relation to learning orientations and to the degree and quality pupils engage in tasks or cope in case of failure. The whole chain determines how well pupils develope personally, cognitively and socially. The research questions are: 1. How do pupils experience their own learning? and 2. How well are the basic psychological needs of pupils fulfilled at school? These questions are considered against these background variables: gender, general versus special education (segregated, integrated), age, academic achievement, big city or small city, Finland in comparison to other countries. Method: a multiple-choice questionnaire has been used (originally created by Wade and Moore for pupils of special needs). Instead of analyzing and presenting the results question by question in ratios as in the original study, a Factor analysis (Maximum likelihood) was performed in purpose to reveal latent variables and their relation to the background variables. The results indicate that in order to promote psychological well-being and to create healthy learning environments, the found elements should be taken into targets of interventions. Three factors were formed: 1. learning-orientated, 2. threatened and 3. socially orientated, all describing different dimensions of the learning environment. The results show, among others, significant differences between the general and special education in relation to the three factors. The strength of the relation depends on the type of the special education class. All the factors also correlate with school achievement (GPA as the indicator). As hypothesized: higher "learning orientated"- and "socially orientated"-scores mean higher GPA, higher "threatened"-scores lower GPA. Age correlates with the "learning-orientated"- and "socially orientated"-factors: the younger the pupils, the higher the scores. Gender correlates with the "threatened"-factor: boys feel more threatened than girls. The motivational and psychological needs variables (from the earlier studies, which used SRQ-A, SRQ-P and BPNS) show strong connections with the three factors of this study.