With the coming of aged society, older adult learning has become an important issue. Learning motivations are the foundation which initiates learning actions. This study aimed to explore older adults' initial learning motivations and their transformations in the learning process. We conducted a qualitative approach and collected data via semi-structured interviews with 21 older adult learners. The findings were as followings. 1. Older adults' initial learning motivations were driven from career tasks and needs. 2. Aging and educational systems were the critical elements which affected older adults' learning motivations. 3. The learning concepts, individual attitudes, adjustment, supports and a sense of pleasure were the elements which maintain interviewees' learning motivations. 4. Interviewees' reflections could be occurred in the learning process, and these reflections could also enforce older adults' learning motivations.