This study examined how literacy skills and nativity status (foreign-born vs. U.S. born) are associated with motivation to learn (MtL). Nationally representative data (N = 8,670) of adults between the ages of 18 years old and older years were obtained from the 2012/2014 Program for International Assessment of Adult Competencies (PIAAC). Structural equation models showed that higher literacy skills (0-500 points) (b = 0.159, p < 0.05) were associated with greater MtL. Additionally, foreign-born individuals tended to have (b = -0.064, p < 0.05) lower MtL than U.S.-born individuals. Limited literacy skills, educational attainment, and being an immigrant are potential barriers to motivation towards life-long learning participation among middle-aged adults. [This paper was published in: J. P. Egan (Ed.), "Proceedings of the Adult Education in Global Times Conference." Ottawa, ON: Canadian Association for the Study of Adult Education." (ISBN 978-0-920056-53-0).]