This study was designed to measure English Language Proficiency and to explore attitudinal and motivational factors associated to learning a second language of 8 th grade students in Punjab. The major objectives of the study were included the development of English Language Proficiency Test (ELPT) based on National Curriculum English for Class VIII to measure language proficiency and exploration of attitudinal and motivational factors associated with learning a second language of 8 th grade students across gender and locale groups. The exploration of magnitude of relationship between English language proficiency and attitudinal/motivational factors associated with learning second language across gender and locale groups was also the objective of the present research. To achieve these objectives, null hypotheses were formulated. To test these hypotheses two instruments, i.e. English Language Proficiency Test (ELPT) and Attitude Motivation Scale (AMS) derived from Attitudes/Motivation Test Battery (AMTB) were used to collect the data. Language proficiency test was comprised of three language competencies i.e. reading, writing, and lexical aspects of language. Using two Stage Stratified Random Cluster techniques, 2700 students of 8 th grade were selected as a sample for the present study. For the selection of required sample, 128 schools were proportionally and randomly selected from each stratum. Both the instruments i.e. ELPT and AMS were administered by test administrators. Data collected with the help of both the instruments were tabulated and missing data were replaced appropriately. Different statistical techniques were used to analyze the data. Rash analysis was employed to calibrate items in English Language Proficiency Test (ELPT). The data were calculated and converted into scaled score using IRT based software ConQuest. Pearson Correlation test was used to explore the magnitude of relationship between language proficiency and attitudes of the learners. To investigate proficiency and attitudes & motivation of gender and locale groups, independent sample t-statistics was employed. Similarly, one-way ANOVA and post-hoc statistics were applied to find mean difference and level of significant among different groups like parents’ qualification and occupation and teachers’ qualification, age, and teaching experience. Findings revealed that female and urban students performed better on ELPT as compared to their counterparts. Similarly, female and urban students showed positive attitudes & motivation to learn English language as compared to their counterparts. Overall reading proficiency was better than writing proficiency. The students, whose parents were graduate, performed better. The performance of the students, who were taught by the better-qualified and more experienced teachers, was better. This research study may be beneficial to curriculum developers/reviewers, textbook writers/reviewers, working and perspective teachers to promote standard based education.