Purpose: This article sets out to look at how employees who have survived an organisational downsizing and restructuring process adjust to meet the dynamics of the organisation, develop new skills and competencies, and the extent to which they take on new roles in the organisation. Design/methodology/approach: Collects accounts from managers, focusing on exploring the skills and competencies that survivors had to develop, and the attitudes they had to embrace in respect of learning and employment. Explores issues relating to the employability of professional employees and their motivation to learning and willingness to participate in learning that was more tacit and non-formal in nature. Findings: Provides information in respect of learning processes and responsibilities. Highlights the onus on individuals to take responsibility for their own learning needs and initiate training and development needs. Suggests that self-development skills were of particular importance in making the transition. Research limitations/implications: Generalisabilty of the findings is rendered difficult due to the small sample size and lack of access to archival organisational material. Originality/value: Addresses a gap in the extant literature on the skill and competency issues that arise from strategic and structural transformation and change, in particular from the perspective of managerial and professional employees. Identifies the risks involved in making individuals responsible for their own learning. (Contains 1 table.)