Rural communities with populations of under 15,000 are the least resilient to negative economic shocks, but local initiatives can reduce the negative impact of rapid economic change. Data from a study of three rural Australian communities and one "community-of-common-purpose" were used to develop a model of how the informal learning process inherent in community action builds resilient communities. Learning, social capital, and change are interlinked. The model identifies the resources used in the learning process, which are the resources that form the social capital of the community. These social capital resources are: (1) a knowledge of who can provide advice, support, information, and resources; and (2) identity resources, that is, a sense of belonging or willingness to act for the benefit of the community. The model illustrates that social capital is built as it is used. Informal learning interactions help people get to know each other and develop networks. They also build a commitment to the community and people's confidence to act for community benefit. Both quantity and quality of interactions have a role in the development of social capital. Qualitative elements such as shared language, shared experiences, trust, personal development, and identification with the community help build knowledge and identity resources and thus improve the quality of learning interactions. An understanding of the ways in which communities develop and use social capital as they learn will help build resilient rural and regional communities. (Contains 41 references.) (TD)