This study explored the use of action learning with first-year part-time occupational therapy students. The aims were: (1) to identify the issues raised by students relating to their needs on the course and any changes they made; (2) to explore the influence of action learning in facilitating change. It was also hoped that through action learning students could rehearse appropriate professional skills. Fifteen students in two action learning sets with a known tutor as facilitator met for 10 weekly one-hour sets. Action research was used with methods including a pre-questionnaire to capture initial thoughts of students; participant observation yielding field-notes; reflective diaries; students' written feedback and a final group interview. Inductive analysis was used to identify emerging themes. A range of personal, professional and academic issues were identified and some students reported changes across these domains. The use of new ways of learning and the use of peer support offered by action learning seemed to facilitate these changes in students. Changes in key professional skills such as communication and group skills were also noted. Challenges which acted against change were lack of need for peer support and lack of a deep understanding of group work processes. The need for integration of action learning into the wider curriculum was indicated. (Contains 1 table and 1 note.)