This paper explores the impact of a learning culture on organisational change in small to medium-sized regional manufacturing enterprises following a review of the related literature, and a qualitative study of 10 manufacturing SMEs in the Riverina region of New South Wales. The research confirmed that key learning culture factors as identified in the literature were significant in the regional manufacturing firms studied. These included a strong commitment to a learning culture within the organisation, employee involvement in the development of the learning culture, demonstrating the tangible benefits of a learning culture to senior managers, and strong leadership support for organisational learning.