It is frequently asserted that schools and Local Authorities should become 'learning organisations' as a pre-condition for school improvement, but there is very little evidence about the specific processes and activities involved in such a transformation. This paper analyses the initial stages of the implementation by a Local Authority education department of an organisational learning strategy, whose ultimate purpose was to improve pupils' attainment and achievement by developing a collective capacity to learn new ways of meeting their needs. Acting as consultants, the University of Stirling has worked with the Authority to develop its capacity to learn as an organisation by engaging everyone in action research to address issues of underachievement and to share and implement what is learned. Building on work already done in delineating learning on the Scottish Qualification for Headships programme (Reeves and Forde,2004) methods of analysis were developed to mirror the complexity of what occurred during the first two years of the project. Using five conceptual elements; activity sets, generative spaces, artefacts, events and flows, it has been possible to map an emergent sense-making system in one organisation. The resultant map shows the complexities of a system that developed as the organization set about digesting and enacting new ideas about its objectives. The value of the analysis and its graphical representation is that it helps to de-mystify some of the processes that, despite a huge literature on the subject of organisational learning and change, remain somewhat mysterious. By adopting an analytical framework derived from activity and actor network theory it has been possible to show how sense- making was structured in some detail, highlighting the processes and activities which constituted initial stages in organisational learning. What this investigation indicates is that sharing and building a vision for organisational learning is far more complex than an initial reading of the literature would lead one to suppose for a number of reasons:o the unpredictability of a collective learning process that is both inventive and political;o the implications of the need for co- construction of practice across activity sets that are required to relate together ;o the conceptual work required in changing practice; ando the need for constant re-iteration and revision of people's conceptual framework in a systemic context.By directing attention to the structuration of sense-making the methodology developed during the course of this project allows participants engaged in a process of organisational change to reflect upon and respond to emergent aspects of organisational learning from a new, Deleuzian, perspective.