The purpose of this qualitative study was to understand what motivated tenured and tenure-track faculty at three research-extensive institutions to participate or not participate in residential learning communities. Responses were then categorized using one aspect of ford's (1992) Motivational Systems Theory (MST): personal agency beliefs as determined by context and capability beliefs. MST helped explain factors that contributed to context beliefs, such as departmental support for participating in residential learning communities and the belief that their participation counted in the tenure and promotion system. MST also helped identify the most important contributors to a faculty member's capability beliefs: their role in the learning community, their concerns about time, and validation of their educational values. Recommendations for practice are identified in light of the findings. (Contains 3 tables.)