Core contextual conditions are identified as, first, the requirement for strong and visionary leadership. Leaders who support and develop others, ask challenging questions, are willing to be learners themselves, see possibilities and make things happen, facilitate learning environments. The second core condition is the involvement and empowerment of staff where changes grow from the willing participation of all concerned. The third prerequisite is the setting-aside of times and places for learning and reflection. This paper contributes to the wider quality improvement debate in three main ways. First, by highlighting the local contextual issues that are most likely to impact on the success or failure of a Practice's attempts to work towards a learning culture. Second, by demonstrating that the very same factors can either help or hinder depending on how they are manifest and played out in context. Third, it adds to the evidence available to support the case for LOs in health care settings.