To qualitatively examine the self-directed learning activities of physicians in light of several lines of research on how doctors learn. Under the auspices of the Royal College of Physicians and Surgeons of Canada, the author elicited from physicians narratives about past learning experiences. He analyzed the narratives (1) seeking themes among the doctors' approaches and (2) examining those themes in light of the existing literature. The 32 physicians interviewed described learning experiences, confirming earlier research that two varieties of problems (specific and general) precipitate learning and that learning episodes follow definite stages: scanning for problems, deciding whether to pursue the learning task, acquiring new knowledge and skill, and gaining experience with what has been learned. The latter three stages have been described previously and are expanded upon here. This study produced an integrated and elaborated theory of learning in clinical practice with implications for both the education of physicians in training and physicians' continuing professional development. In particular, the theory points to problem areas in teaching medical students and residents to learn in clinical practice, and in matching the learning needs of physicians to organized continuing medical education activities.