Background: Poor public health indicators in Tanzania have led to the upgrading of nursing and clinical personnel who currently have just core training. Clinical officers (COs) have 3 years training in basic and applied medicine and are responsible for healthcare of large and dispersed rural populations. Aims: UNESCO-Wales has funded colleagues in Wales (UK) to assist the upgrade of COs. An inquiry into their learning needs and the Tanzanian context has produced a framework for design of a module for COs on sexually transmissible infections and HIV & AIDS by distance learning. Methods: Face-to-face discussions were held with the Ministry of Health, healthcare workers, educators and administrators in Tanzania; a review of training documents was carried out; and a follow-up questionnaire issued to COs. Results: The discussions and review highlighted teacher-centred approaches, and management, infrastructure and resources obstacles to curriculum change. Principal learning needs of COs around STIs were: counselling, syndromic management, drugs management, laboratory diagnosis, health education, resources, staffing and service morale. Conclusions: Placing learning needs in context in dialogue with Tanzanian colleagues was an advance on simple transfer of educational technologies and expertise. The inquiry resulted in a draft study guide and resources pack that were positively reviewed by Tanzanian tutors. Management and resources issues raised problems of sustainability in the module implementation.