The present study aims at investigating the "states of pleasurable learning" of secondary school students in the North West Districts of the New Territories in Hong Kong. The study consists of two parts. The first part consists of open-ended q uestions. 184 students answered the questions. The second part is a questionnaire. Another sample of 435 students was involved. The construct of the questionnaire was based on the data collected from the first part of the study. The results of part one in dicated that good school result, good relationship between classmates, good teachers; and many good friends were the elements which made students feel happy. Bad school result, great pressure from examinations, too much homework, and poor relationship bet ween classmates would make students feel unhappy. In the second part of the research, it is found that school environment, personal relationship, learning progress, personal problems, relationship between the subjects and their family, and teacher-student relationship were the most influential elements of the states of pleasurable learning. This study can inform principles to make improvement in schools and help students to have a pleasurable learning environment.