This article follows Engestrom (2001) in suggesting a new approach to learning in small- and medium-sized enterprises (SMEs) based on the social and cultural realities of the workplace. The article briefly reviews the theoretical status and practical standing of work on lifelong learning in SMEs, and suggests that Engestrom's work may help us to understand the complex interplay of formal and informal learning with other features of the workplace. Most of the article is taken up with a case study of learning in one English sub-region that has experienced substantial social and economic change in recent years, and explores the views of a variety of social actors positioned at different points within the workplace. The article concludes that a reappraisal of learning in SMEs should include policy areas such as further education, workforce development and lifelong learning, and be informed by contemporary learning theory. (Contains 1 table and 2 notes.)