Purpose: The purpose of this study is to investigate the relationship between organizational culture, group dynamics, and organizational learning in the context of organizational change. Design/methodology/approach: A case study was used to examine cultural and group level factors that potentially influence groups' learning in the context of organizational change. Findings: Major themes that emerged as influencing organizational change and learning were a culture of mistrust, changing psychological contracts, differing occupational cultures, power differential between groups, and leadership. Practical implications: When initiating change efforts, an organization needs to assess and understand what aspects of the culture can be facilitators or hindrances and what aspects of the group structures the organization can use to facilitate learning. Originality/value: This study extends research in the area of group and organizational learning by identifying group and cultural phenomena that, when manifested, had significant influence on group members' response to organizational change and their capacity to learn. In particular, this study highlights the need to be aware of the characteristics unique to the organization and its culture.