This study explored the experiences of a group of second level registered nurses converting to first level registration in a two-year, part-time open learning programme. It aimed to examine the relationship between the mode of course delivery and the personal and professional development experienced by the learners. Data were collected by semi-structured interviews, conducted at five points over the two-year period and analyzed by constant comparative analysis. A theoretical model was developed to demonstrate the stages of knowing nursing, experienced by the students as they made the transition from passive to autonomous professional practice. In their 'Women's Ways of Knowing' [Belenky M. F., Clinchy B.A., Goldberger N. R., Tarule J.M., 1986. Women's Ways of Knowing. Basic Books, New York] identified a progression through different stages of thinking about the nature of knowledge and evidence. This progression was evident in the nurses in this study. It was applied and developed to reflect the progression through ways of knowing nursing. This process consisted of three positions of development, each underpinned by their associated ways of knowing [Belenky M.F., Clinchy B.A., Goldberger N.R., Tarule J.M., 1986. Women's Ways of Knowing. Basic Books, New York] and characterized by a specific approach to professional nursing practice. The changing ways of knowing nursing, described in this paper, are likely to be observed in registered nurses and health care assistants who are now entering Higher Education (HE) to undertake higher awards for the first time. A clearer understanding of this process of personal and professional change, and factors that impact upon it, will be a useful guide for those supporting learners both in the clinical and academic arenas. (c) 2005 Elsevier Ltd. All rights reserved.