Language learning motivation has been investigated in a number of contexts (Dörnyei and Ushioda 2009). However, there has been only one attempt (Taguchi et al. 2009) at a systematic comparison of models of motivation to learn English by students from different countries. The aim of this study is to investigate the role of context by comparing motivational characteristics and SEM (Structural Equation Modelling) models of language learning motivation of 15-16 year-old students from Finland and Poland. The data from both countries was collected using the same motivational questionnaire with a total of 351 students completing it. A number of differences were identified between the two contexts. Finnish learners scored significantly higher on scales of the ideal L2, intrinsic motivation, knowledge orientation, motivated behaviour and peer pressure, whereas Polish learners reported higher levels of international orientation and parental encouragement. The comparison of models of language learning motivation shows differences in the role of parents and peers, endorsement of goals between the two cohorts. Finally, we discuss the potential reasons behind the differences in motivation between the two contexts and conclude that contexts not only affect motivational characteristics but also the structure of language learning motivation.