Description: This paper reports on the first year of a four year evaluation into the affordances for and learning of workers on a formal work-based learning programme. Focusing on the learning of mental health workers enrolled on a Foundation Degree (a two year work-based sub-degree for a mid-skilled level market and developed in collaboration with employers) the evaluation is being conducted in partnership with a mental health service. This project is a timely one. In general, the priority placed on the work-based learning of support workers in health and social care makes urgent the need to understand the bases of learning, especially as their work and learning experiences remain poorly understood. In health and social care, not only are workers required to stay abreast of a rapidly changing field but pervasive staff shortages have increased the emphasis on formal work-based learning as one way for employers to "grow their own staff" through on-the-job degree-level study. However, there are few critical studies of work-based learning programmes. Moreover, while the development of professionals has received some attention, the learning of those outside the professions deserves further study. Given the concerns that Foundation Degrees often have difficulty connecting work-based learning and theoretical knowledge (Wilson and Blewitt 2005), an aspect of the project is concerned with how students integrate academic knowledge into their work practice, personal development and achievement of career goals. To understand how these changes occur, three areas are being explored in the evaluation. Firstly, the nature of the workplace will influence learning. For example, work practices and worker role, regulatory frameworks and collegial relationships affect work-based learning (Hodkinson et al. 2004). Also, workplace hierarchies, the organisation of work, group affiliations, personal relations and cultural practices serve to distribute opportunities to act, interact and learn in workplaces (Billet 2002). Secondly, students' experience of learning is mediated by their personal characteristics and situation. Engagement in learning opportunities can be influenced by the relatedness between employee and workplace values, personal goals or prior educational experience (Hodkinson et al. 2004) or ability to construe particular opportunities (Billet 2002). Student age, recent experience of study, family commitments (non-study and non-work) and support from partners are also influential (Arthur and Tait 2004). Finally, the Open University provides a framework for work-based learning through distance learning pedagogies. The way in which the pedagogy of the course materials supports the use of the workplace as a site for formal learning will be discussed. Thus, the project aims are to address the following questions:1. How effective is the Open University Foundation Degree in facilitating the practice development of Support, Time, Recovery (STR) workers?2. How do workplace conditions influence student practice development? 3. What features of course materials and tutor support are particularly supportive of students learning 4. How do student characteristics and personal circumstances influence practice development? Methodology: In studies of workplace learning there is a danger of exaggerating worker agency or taking superficial snapshots of structural conditions (Hodkinson et al. 2004). For this reason, this evaluation is a four year longitudinal study to capture the subtle changes in understanding, workplace conditions and student characteristics. Interviews, observations of supervision meetings and learning diaries will capture elements of important 'learning moments', the subtle changes in practice and student characteristics as well as the evolving conditions of the workplace. Focus groups with workplace supervisors will also identify aspirations for participants within the programme and identify the potential practice and service changes sought. Conclusions: The possible implications for the organisation of work, transfer of theory to practice, course design, student counselling and advice will also be discussed.