In the article waymarks of learning organization' development into intellectual organization are defined. In the theoretic study, which is as well based on the practice of management, opportunities of learning organization' development into intellectual are analyzed and assumptions as well as problematics of this activity is discussed. One of the key cultural peculiarities of the learning organization that is aiming to become intellectual is ideology of the process and code of learning. Organization can be assumed not as a gift but as a dynamic process where the result is uncompleted quality of the activities. Perception that the quality of the product is a non-absolute criterion gives an impulse to change, i.e. to develop constantly. Code of learning in organization's ideology integrally relates gained experience, human resources, individual knowledge and operated databases. Learning is based not as much on the giving sense to experience but more on the ability to foresee the future. The organizations that ground their ideology not on experience but on foresight of the future can expect to be one developing step further than other participants in the market. This can be assumed one of the key criteria that describe intellectual organization. Many organizations declare that they are still learning although not always perceive what it is, moreover - what intellectual organization is. Thus on purpose to help practicians it is important to single out the differences of this type of organizations. Since intellectual organization is still developing and rather new phenomenon especially in Lithuania, guides of this process still remain a relevant scientific problem. Therefore the aspiration to provide guides of organization's transformation into intellectual is raised. Aim of the research is as follows: to provide guides of organization's transformation into intellectual after having singled out characteristics of learning and intellectual organizations. To achieve the aim of the research the following objectives are raised: (1) to highlight the differences between learning and intellectual organizations; (2) to define the conditions of learning organization's becoming intellectual. In organization's management system standardized management is to be given up, decision making freedom is to be developed, functions of executives changed, horizontal relations expanded. Culture must be oriented towards self-development of individuals ensuring congruence of values and developing pluralism and tolerance. The article has been worked out on the basis of the following methods: systemic scientific analysis of literature, general and logic analysis, synthesis, analogue, complex generalization and comparison.