A model describing factors affecting students’ learning will be presented. The model was based on Norman and Prichard's work which identified three major components of the teaching and learning situation, namely Entry Mastery, Student Motivation and Opportunity to Learn. I have focused on two components: Opportunity to Learn and Students ’ Motivation in the teaching of Engineering Mathematics at UTM. I changed my teaching practice to support the development of students’ independent learning and problem solving skills. Naturalistic data of class interactions and how they influence students’ motivation and attitudes towards learning will be presented. From the analysis, additional elements were added to the model.
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