Nationally and internationally the concept of 'lifelong learning' permeates the rhetoric of economic, social and educational policy. Making lifelong learning a reality for all has become a policy imperative throughout the world (Gass, 1996; OECD, 1996; Fryer, 1997; DfEE, 1998; EURYDICE, 2000; 2001; Aspin, 2001). Underpinning 'lifelong learning' is the notion that all people must become 'lifelong learners', motivated to learn, with an enquiring mind and having acquired the "learning habit" (DfEE, 1998) early in life. In this paper I consider to what extent current education policy in England, as translated into practice, helps or hinders the creation of appropriate dispositions for lifelong learning. Although the paper reports specifically on the findings from a study of education in England, the theoretical frameworks and the empirical findings raise issues of international interest. Judgement is made by analysing the frames of reference (FORs) individuals hold about factors argued to be central to lifelong learning, namely concepts of learning, motivation, perceptions of ability and aspirations. The FORs are judged against two contrasting models of education outlined by Broadfoot and Pollard (2000). The 'performance' model assumes learning to be about the acquisition of facts and skills for extrinsic rewards, ability being fixed and educational aspirations being related to satisfying institutional goals i.e. test results. In contrast, the 'competence' model assumes learning to be about understanding for intrinsic reward, ability to be incremental and aspirations based on a desire to continually improve. I argue that current education policy in England privileges the 'performance' model and in so doing is in tension with the FORs required to promote a 'competence' model of learning and by extension those for lifelong learning. Empirical evidence has been gathered in a study of the development of students' FORs across the age range 12 - 14, that is lower secondary school, in three schools in England, the students representing different gender, prior achievement, socio-economic and educational background. This evidence is used to argue that, although some students appear able to learn in ways more consistent with a competence model, those most likely to hold FORs inimical to this form of lifelong learning are students from lower socio-economic backgrounds, especially those with lower prior achievement and boys. That is, although education policy does not necessarily prevent the creation of positive dispositions to lifelong learning, it may hinder most those students' the government purports require the greatest support if 'lifelong learning' is to become a reality for all. Alone, the study provides a glimpse at the possibilities of the tensions that may exist between the actuality of education policy in the form of 'performance' education, as experienced by pupils, and the rhetoric of education policy in the form of 'lifelong learning' dispositions. Setting a single piece of research within the field of social and policy related theories of lifelong learning, I go on to suggest that, given the consistency of the findings of this study with those of others, strands of concern begin to form. References Aspin D. ed. (2001). International handbook of lifelong learning, Part 1. Dordrecht; London: Kluwer. Broadfoot, P., and Pollard, A. (2000). The changing discourse of assessment policy. The case of English primary education. In: Filer, A. ed. Assessment: Social practice and social product. London: Routledge Falmer. Department for Education and Employment. (1998). The Learning Age: a renaissance for a new Britain. London: H.M. Stationery Office. Cm. 3790. EURYDICE, the Information Network on Education in Europe. (2000). Lifelong learning: the contribution of education systems in the Member States of the European Union. Brussels: EURYDICE. EURYDICE, the Information Network on Education in Europe. (2001). National actions to implement lifelong learning in Europe. Brussels: EURYDICE. Fryer, R.H. (1997). Learning for the Twenty- First Century. First report of the National Advisory Group for Continuing Education and Lifelong Learning. NAGCELL1 PP62/31634/1297/33. Gass, J.R. (1996). The goals, architecture and means of lifelong learning. Luxembourg: Office for Official Publications of the European Communities. OECD. (1996). Lifelong learning for all. Paris: OECD.