The behaviour of organisational subordinates is significantly affected by the attitudes and actions of their supervisor. By changing themselves, leaders can therefore have a crucial impact not only on the behaviour of their subordinates but also on the extent to which those subordinates perceive that they are achieving their organisational potential. This paper presents a conceptual model of the process through which organisational leaders can attempt to change themselves with the objective of changing the behaviour of their subordinates. Using a grounded methodology, data has been collected and analysed from a large Australian public sector bureaucracy by means of participant observation, document analysis, personal interviews. The model gives further support to the role of cognitive processes in social learning theory. The key focus of this paper is on the evidence of leadership competencies being learnt, and in particular how leaders can learn to change their own behaviours.