Populations in most developed countries in the world are aging. As well, the age of voluntary retirement has dropped which, when combined with forced retirement through redundancy and retrenchment, has increased the proportion of people living in the Third Age of their lives, loosely called retirement. For many in the Third Age the thirty or so years of life ahead are being seen as a time to embark on new endeavors. Not least among these is the opportunity for learning in organizations such as the University of the Third Age (U3A) from which many have found fulfillment. U3A is an international movement organized , managed and run by Third Agers themselves. But, for all its appeal, U3A attracts more women than men into its courses. It appears that older women want to learn while older men want to ''sit''. This article addresses gender issues in older people's learning by reporting the findings of in-depth research into one U3A campus in southwestern Sydney. It concludes that gender differences in U3A membership reflect a variety of issues centering on retirement interests, marital status, social group membership, and the feminization of U3A. More research is needed into how men and women spend their retirement and the place continuing learning has in their retirement activities.