ABSTRACT: This study investigates the initial motivation of learners of Arabic as a foreign language (AFL). One hundred and twenty students enrolled in first-year and second-year AFL classes participated in this study. The participants were classified into two major groups of learners according to their heritage background: The first group consisted of learners of Arab and Muslim heritage, and the second consisted of all other heritage backgrounds. Data were collected using a survey. Descriptive statistics were used to find out the initial motivations of each group. Later, inferential statistics (t test) were used to compare the initial motivation of the two groups with each other. The results of the study indicate that AFL learners have a variety of orientations prompting them to study Arabic: travel and world culture orientations, political orientations, instrumental orientations, and cultural identity orientations. These were then broadly grouped into three major types of orientations, namely instrumental orientations, identification orientations, and travel and culture orientations. Significant differences were found between heritage and non-heritage learners on instrumental and identification orientations. The implications of these results are discussed in terms of course offerings, classroom instruction, maintaining students' motivation throughout the course, and retention.