The purpose of this study was to investigate the participation motives and goal orientations of participants in the Master Games 2004/05 in Hong Kong. The participants of this study were 108 males and 52 females (N=160). They were divided into three age groups (30-39 years old, n=32; 40-49 years old, n=96; above 50 years old, n=32). The Participation Motivation Inventory (Gill, Gross & Huddleston, 1983), composing eight motivational factors: Achievement/ Status, Team Atmosphere, Fitness, Fun, Friends, Energy Release, Skill Development and Miscellaneous, and the Task and Ego Orientations Questionnaire (Duda & Whitehead, 1998), composing Task Orientation and Ego Orientation were utilized to measure the participation motives and the goal orientations respectively. The 2 x 3 ANOVA s were utilized to analyze the data. Results showed that fun, friends, fitness, skill development and achievement/Status were the top five participation motives. The mean score on task orientation (M= 4.0, S.D =0.51) is higher than the ego orientation (M= 3.4, S.D = 0.75) for all participants. The participation motives and the goal orientations for males and females were similar. Moreover, the older adults had significantly higher score on skill development (F= 5.37), fitness (F=5.73), team atmosphere (F=7.18), achievement/ status (F=9.01), friend (F= 9.35), energy release (F=9.43), miscellaneous (F= 10.42), task orientation (F=3.24), and ego orientation (F=4.36) than the younger and middle age adults. Participants in three age groups had similar score on the motivation factor: fun. In addition, the participation motive scores for participants who had previous experience in taking part in the Master Games and those without any experience were similar. Furthermore, participants with previous experience had a higher score on ego orientation than participants without previous experience. The results of this study provide more information for the physical activity leaders to design physical activity programs for adults thus enhance their physical, psychological and mental well being.Keyword(s): international issues, participatory, physical activity