This paper investigates why people return to study in their 30s and beyond and upgrade to a higher level qualifications. Some previous research has argued that attitudes formed in childhood, via family background and schooling, continue to shape a person's engagement in learning throughout the adult lifecourse. Psychologists distinguish extrinsic motivation, determination to progress in a career, from intrinsic motivation, love of learning and suggest that both may be relevant to participation in adult education. A well-established education literature focuses on barriers to adult learning, such as lack of time or lack of funds. The research focuses on people who did not enter higher education at the conventional ages of late teens or early twenties but who did subsequently obtain degree-level or equivalent qualifications in midlife, defined here as from their early 30s through to age 50. The research uses data from the 1958 British birth cohort, a large-scale longitudinal survey. In the paper, a comparison group methodology and binary logistic regression models are used to isolate the key factors which explain why certain individuals progress to higher level qualifications in midlife while others do not.