This paper examines patterns of engagement in lifelong learning by older adults in Scotland, based on the findings of an action research project exploring new ways to increase participation. As the consequences of demographic change have impacted on civil society, perception of the need for older workers to participate in lifelong learning has increased among policy makers, business and educational institutions. This has been driven by an economic imperative to encourage older workers to remain in or return to economic activity. Learning in later life is also recognised as playing an important role in active ageing by helping individuals to maintain cognitive ability, providing opportunities for personal development, social interaction, and individual contribution; consequently benefiting health, socialisation, finance and overall quality of life. Levels of participation in lifelong learning show a marked decline as people age, and little improvement in the numbers involved in learning in later life have been noted. The reasons for this are complex, reflecting the differing socio economic backgrounds and educational histories of individuals and communities. Cross's 'Chain of Response' model predicts that participation is patterned according to key social dimensions, and in particular that length of initial education is the best single predictor of engagement in adult learning. Theory and practice have focused around overcoming barriers to participation and efforts to remedy disadvantage. Over the last 3 years, the University of Strathclyde Senior Studies Institute has been involved in an action research project to explore how participation in learning in later life might be increased. Working in community and workplace settings, the Older Workers Learning (OWL) project was developed as a pilot programme for 120 participants, focusing on people aged 50+, including people in employment, unemployed, retired or economically inactive. The project used a peer assisted learning and support methodology to assist participants to connect with learning, develop new skills, and explore their personal interests. Several new approaches and methods of engagement were tested to measure effects and benefits. The project was funded by the European Social Fund Equal programme, and operates in Glasgow, South Lanarkshire and Dumfries & Galloway.Initial findings support some of the predictive aspects of Cross's 'Chain of Response' model of engagement. There was a significant distinction between gender participation rates, with women three times more likely to participate than men. Rurality was limiting factor in patterns of engagement. However, it was found that peer support can provide an impetus to learn, with a range of other motivational and self image factors. Increasing participation in learning in later life needs to develop in an individual way and pace. A number of project participants indicated that they had a deep rooted desire to be involved in learning, rooted in their poor experiences of initial education.Aliaga, C, Romans, F (2006) The employment of seniors in the European Union, Brussels, Eurostat. Aldridge, F, Tuckett, A (2003) A sharp reverse: the NIACE survey on adult participation in learning, 2003. Leicester, NIACE. Cross, P (1992) Adults as Learners: Increasing Participation and Facilitating Learning San Francisco: Jossey Bass Findsen, B, McCullough, S (2006) Older adults' engagement with further and higher education in the West of Scotland: tracking educational journeys. Glasgow, West of Scotland Wider Access Forum.