This study investigates attitudes and motivations that influence heritage and non-heritage student’s learning of Chinese as a Second Language, examining the similarities and differences among three subgroups: bilingual, heritage motivated and non-heritage learners. The study uses the socio-educational model by Gardner (1985), the internal structure model (Csizer & Dornyei, 2005), and the attribution theory (Weiner, 1985) for the investigation. Participants were 317 students enrolled in Chinese courses at three state universities in the U.S. The results demonstrated that positive learning attitudes and experience were the factor most predictive of motivational magnitude (intended learning efforts in the present) and direction (intended continuation of study in the future). Instrumentality, rated very highly across the three subgroups, appeared as the second significant predictor for the intended continuation of study in the future with both groups of heritage learners. Although the bilinguals and heritage motivated learners did not differ significantly in most motivational factors, significant differences were observed between the heritage and non-heritage learners on most other factors. Heritage learners, especially Chinese bilinguals, seemed to be more likely to attribute their success in the course to non-controllable and/or external factors and failure to internal factors.