Changes in a group of students' conception of learning over 6 years of part-time study were investigated at Great Britain's Open University. The direct exploration of students' experiences of learning involved a qualitative and phenomenological research paradigm. Learning was described in the context of the natural setting based on the learner's perspective. Eighteen Open University students, who initially registered for the Social Sciences Foundation course in 1980, were interviewed before they started and at the end of their foundation course. They were then interviewed during each year of subsequent study, as they progressed toward graduation in 1985. Students told how they decided to take their courses and what they had gained from study. In the later interviews, they told about any changes in study habits and critical incidents that stood out in their careers as students. Stages of student development were identified that were linked to confidence, competence, and locus of control. At the start of their studies many students expressed lack of confidence in their ability to study: they relied on the teaching system of The Open University to control and direct their learning. It appeared that developing greater confidence was a key step in developing competence in learning. (SW)