The pace of change in business is accelerating, driven by rapid, widespread advances in information and computing technology. This, combined with faster transportation, is increasing the rate of globalization. The implications of this chaotic environment are profound for business. One of the best things a business can do to keep up is create an environment that fosters learning--learning that keeps pace with change. Witness the widespread success of empowered, self-directed teams at benchmark companies. Only by creating these top-to-bottom teams, or learning organizations, can these corporations survive and succeed in today's business environment. Much has been written about the benefits of a learning organization. From the work of Douglas McGregor and Chris Argyris of Massachusetts Institute of Technology decades ago to the more recent work of Peter Senge (The Fifth Discipline, 1990, Doubleday-Currency) and Jim Barber ("From the Working Class to the Learning Class," Fall 1994, National Productivity Review), learning organizations have been recognized as one of the most effective and perhaps only avenues to sustainable competitive advantage. That's because the pace of learning must accelerate as the pace of change in other aspects of business accelerates. People in developed countries can no longer compete successfully by working only with their brawn. They must also use their brains! And to clear the way for rapid, new learning, the rate of unlearning--letting go of the old way--must also accelerate. It is here that the resistance is the greatest. Unlearning should be easy. Just forget the old way and use the new one. Abandon old beliefs and habits and practice the new. If resistance to change were not so great, unlearning would be simple. But, as we all know, and as research has indicated, change is difficult to bring about, and often even more troublesome to sustain. Change initiatives fail far more often than they succeed. When they fail, the inescapable conclusion is that the learning/unlearning process has not been effective. There are many examples of the failure of corporate change processes because unlearning did not occur. Some do not fail outright, but in the face of inadequate unlearning, they regress or have periodic relapses. A dramatic example, whose outcome remains to be seen, is that of General Motors Saturn Division. This new division was started a decade ago at great expense and with great fanfare. It was to be the model for the future of an American car company that could compete successfully with Japanese imports. From a consumer, product, and dealer standpoint, the effort has been a success--the "experiment" worked--for the time being. Old habits and behaviors of union and management were set aside and unlearned. New, more effective ones took their place and led to resounding success both in product quality and cultural behaviors. Only in the past year or two, when the capacity of the initial facility was nearly exhausted, did the unlearning problems begin to surface. As General Motors and the UAW attempted to work out plans to expand and build on Saturn, the relapse began. Old habits that were temporarily unlearned crept back into their behaviors. The UAW was not ready to accept this new experiment as the way things would be throughout GM. Yet GM knew it must resist regression to the old paradigms that had already proven unsuccessful. The struggle for control and power overshadowed the success of the new ways. When unlearning is truly effective, the tendency to have a relapse is small, because the new way is ingrained in the minds and beliefs as the best way. While they are successful, the new approaches remain in place as the accepted norms under which the organization operates. But as stress and pressure for continued change occurs, resistance builds. This resistance feeds the relapse and works to restore the old comfortable ways, however ineffective they have proven to be. Ultimately, the newer, more effective behaviors, even though successful, are pushed out of the way by the comfortable old ones. Until the old ways can be unlearned and abandoned by leaders, the newer, better ways cannot be fully effective.