Purpose: The purpose of this paper is to explore the possibilities for expansive learning during organisational change. It considers the introduction of "lean production" as a disturbance to the existing work practices. Design/methodology/approach: The paper considers two case studies of "lean production" training with production workers in manufacturing firms. Data for the study consisted of semi-structured interviews, observations of workers during work and training. Engeström's third-generation cultural historical activity theory was used as the key theoretical tool for analysis. Findings: The study found that the introduction of and training for "lean production" did not lead to expansive learning. The training did not afford spaces to address the fundamental contradictions between the "earning a living" and "productivity" motives of work. Research limitations/implications: Further research on the different kinds of "spaces" for learning could lead to greater insights into the affordances of expansive learning in workplaces. In particular, the concept of "third space" is useful in such an endeavour. Practical implications: Training designed to increase productivity could integrate more discussions about what workers themselves should expect to gain from increased productivity. Originality/value: The paper presents a critical perspective on recent case studies of workplace training at a time when workforce development and "lean production" are uncritically promulgated as beneficial. It highlights the opportunities that exist for critical educators to make interventions in the interests of the workers.