This paper outlines a case study in which a management development learning process was tightly coupled to organisational change and development objectives. The case discusses how a research and consulting team came together to develop highly reflexive pedagogy to support the work of internal managers who were organized into teams (learning sets) to undertake 'organisational problem solving'. These learning sets had as their objective, to become catalysts of organisational change and 'performance improvement' within a large organisation. In order to structure the discourse amongst learning set members, a range of principles and constructs were used. Central to these was a form of process modelling, (termed 'models of teleological human process'), derived from Systems Theory. These were carefully introduced to learning set members, and were used to provide a 'basis for a discourse' amongst set members about 'problematic' organisational processes and how to change them. Each learning set was considered a social process in which the principles and constructs had an intrinsic power role, in a process which was purposely designed to integrate the subjective understandings of complex organisational situations of the set members. The learning sets were operationalised in a 2-day workshop followed by a three month period which was supported by an e-learning technology infrastructure. During each phase, the learning sets were facilitated by Material published as part of this publication, either on-line or in print, is copyrighted by the Informing Science Institute. Permission to make digital or paper copy of part or all of these works for personal or classroom use is granted without fee provided that the copies are not made or distributed for profit or commercial advantage AND that copies 1) bear this notice in full and 2) give the full citation on the first page. It is permissible to abstract these works so long as credit is given. To copy in all other cases or to republish or to post on a server or to redistribute to lists requires specific permission and payment of a fee. Contact Publisher@InformingScience.org to request redistribution permission.Organisational Problem-Solving 98 learning set advisers. The pedagogy, methods and learning outcomes are outlined in this paper.