This study's main purpose was to identify adult learners' motives to pursue learning at Saudi Arabia' Yanbu adult-education schools. The study also investigates if there is a difference, by gender, by age, and among the learners' perceptions, about both the internal and external motivation to learn. The study's theoretical framework came from the adult learning theory. A survey, consisting of a self-administered questionnaire was used to collect the data. The survey instrument has two parts. Section one requests demographic information (gender, and age). The second section asks participants about their reasons (motives) to learn. The study's population included all adult learners who study at the Yanbu adult-education schools in Saudi Arabia. Overall, the results of the study revealed the importance of the five motivators for the adult learners at Saudi Arabia's Yanbu adult-education schools. However, this study indicated that adult learners are more motivated by internal, rather than external motivation. Religious stimulation and cognitive interest were the strongest motivators for learning, respectively. There is a statistically significant difference in family togetherness, social stimulation, and cognitive interest due to gender favoring females. Additionally, there is a statistically significant difference in cognitive interest due both the 30-40 and over 40 age groups. [For the full proceedings, see ED597456.]