Description: This paper proposes a theoretical model applicable to Adult learners who are moving towards self-managed learning approaches, be they in educational institutions, workplaces or other Lifelong and Lifewide learning situations. The model proposes that there are three key areas on concern that assist undertsanding of the self-managed Adult learner, Place, Agency and Mindfulness (hence PAM). The PAM model of Adult Learning was presented originally presented in 2003 (Cairns, 2003). This model argues that Adults as they move more towards managing their own learning operate in a range of learning Places (as psychological and cognitive "areas" or "zones"), with degrees of Agency (as personal control) and evident Mindfulness (an awareness akin to meta-cognition). The paper will explore further the concepts and ideas surrounding the psychological "place" or location where learning appears to take place. Reference and discussion of Vygostkian theory ("Zone of Proximal Development") and whether it is or is not relevant in the discussion of Adult learners and self-managed learning will feature. As well, aspects of the pervasive influence of "situated learning" as another recent theoretical model will be addressed. Elements from Eastern philosophical thin king ("Ba" and "Basho") will also be included in the place issue and related to the organisational learning ideas of Nonaka, Von Krogh and colleagues. The role of personal agency and how agentic behaviour, with aspects such as self-efficacy having emerged as significant in recent research will also be a feature of the model being proposed and developed. Finally, the concept of Mindfulness and its relevance to self-managed learners monitoring their own learning, progress and processes in a manner somewhat akin to meta-cognition will be discussed and related to the similarities and/or differences to reflection and reflective practice. Implications from this model for the understanding of Adults exercising more personal control over and understanding of their emerging learning and processes include consideration of learning activities and responsibilities in a range of contexts such as VET, Workplace Learning and Institutional Learning. The major implication for schools and schooling in terms of curricula and student autonomy learning development will also be canvassed. Methodology: The paper draws on a range of Literature and theories from learning and cognition within the Edducational Psychology tradition. Conclusions: It is proposed that this paper will stimulate discussion and critique of the Adult learning area with implications for considerations amonmg V ET and Lifelong and Lifewide learning approaches in Education and Training within Educational Institutions and Training within workplaces.