The development of a learning culture is becoming a dominant theme in the strategic plans of health care organisations. This is arising through a drive to improve standards of practice, bridge the perceived theory-practice gap and create means of integrating learning with practice. There have been many initiatives to create such a change, including continuous professional development, reflective practice, clinical supervision and work based learning. This paper presents an account of a practice development strategy that aimed to create a learning culture as a sub-element of the overall programme of work. Working with individual project leaders, the intention was to shift the emphasis away from classroom based education, to learning at and from work. This was achieved through a combination of action research, the application of adult learning theory and facilitation. The paper describes the context of the development strategy, the facilitation processes adopted including the theoretical underpinnings and some 'tentative' outcomes achieved.