The aim of this study is to investigate the impact of e-learning on the grade seven of Basic Education students' attainment levels and their motivation towards the learning of mathematics. A 15 item attainment test has been used by the researcher. The items were distributed according to the various learning level according to the prepared table of specifications. The test validity was approved by a group of specialized arbitrators and reliability of the same was checked through the application on a random sample and calculating the value of the internal consistency reliability coefficient" Cronbach's Alfa" which was approximately (0.73). The researcher also used a motivation measure that was prepared by himself, drawing benefit from former studies in motivation. This measure consisted of (38) statements and has been reported valid after getting approved from a group of arbitrators. This motivation measure was pre and post applied on the sample study students. The sample study consisted of (58) grade seven - Basic Education students in Al Azhar bin Mohammed Al Azkawi BED school, grades (5-10) in the Wilayat of Izki of Al Dhakhiliyah governate who were divided up into two groups of 29 (experimental and control) Findings of the study: There is a statistically significant difference at the level of significance (a = 0.05) between the mean scores of the experimental and control groups during the post academic attainment test which is attributed to e-learning. There is no statistically significant difference at the level of significance (a = 0.05) between the average responses of both the experimental and control groups in the post application of the motivation measure. The study concluded a number of recommendations and proposals in the light of the results; including: the establishment of specialized training courses for educational supervisors and teachers in the field of e-learning and instructional design applications, and studying the impact of e-learning on other variables such as athletic thinking, or any other athletic skills