The paper begins by looking at the ‘context of practice’: the programmes of the SRCD are briefly described and even more briefly the dominant (global) socio-economic trends as they impact on ours and other tertiary institutions. Because it is important in order to make sense of the programme we then attempt to provide a detailed profile of our students. The central questions with which we grapple, viz., the problems encountered in the curriculum activities designed to enable students to gain competence in ‘soft’ systems thinking and learning to learn, are dealt with in the sections ‘The Programme’, ‘The Results’ and ‘Bad practice, bad theory, or both’. In the first of these we give a very brief overview of Kolb's learning theory and Checkland's SSM and then show how the two can be (theoretically) integrated — Checkland's learning system is embedded in Kolb's learning cycle (LC). In the next section we report on an evaluation of the programme from the student's perspective. And then, finally, we discuss the shortcomings of Kolb's theory in our context as well as our use of Checkland's SSM. Our critique of Kolb is central to the entire endeavour, because his theory of experiential learning provides the theoretical underpinning of our curriculum development endeavour. In the final section we make some suggestions for a way forward based on our critique.