Abstract. The need for organizations to become learning organizations grows. To be a Learning Organization (LO) requires Knowledge Management (KM), which in turn is dependent of a LO. It is like the chicken and the egg. It is impossible to answer the question which came first, and they are both dependent on one another for success. Literature emphasizes LO or KM, despite the fact that they are dependent. An organization that wants to become a Learning Organization must pay attention to both, and therefore there has to be a shift in emphasis to LO and KM. This paper addresses this problem. It maps LO to KM, and presents, in a holistic manner, a conceptual model of LO and KM. In future work this model aims to be a basis for developing guidelines for how to introduce LO and KM.