Although decision-making is an intrinsic part of professional practice there is very little research conducted into how midwifery students in the United Kingdom develop the skill. The principles of ethnography were used to explore how decision-making was learnt amongst direct entry student midwives during training .and after qualification. The overall aims of the research were to explore the factors which influenced decision-making and to . identify the factors that assisted or interfered with learning to make decisions. The 49 participants were a combination of students, midwives who had been qualified for less than a year and midwifery mentors. The data collection methods consisted of: three focus groups conducted with student midwives, 15 observations of practice (combination of student mentor pairs and midwives within the first year of practice), 27 individual interviews (combination of students, midwives within the first year of practice and mentors). Data analysis followed the principles of coding data, category, theme and metatheme formation described by Garner (1991) and Ely et al (1997). The classification of the nature of professional knowledge and typology of non-formal learning created by Eraut (2000) was used to identify where explicit and implicit learning occurred in relation to decision-making. Very little knowledge related to decision-making was gained from formal teaching sessions in the classroom. The personal knowledge or 'know-how' surrounding decision-making was. acquired by the student working alongside the inentor in practice. Consequently learning occurred through the participation in shared practices and was influenced by the quality of social relations and interactions in clinical practice (Wenger 1998). A number of features emerged from the study which appeared to be common amongst students and newly qualified midwives in relation to the way decision-making was learnt. These features include: making an assessment seeing the outcome of care, predicting and anticipating events, pattern recognition, self and group reflection and the use of heuristics. Other factors which helped or hindered decision-making were evident such as: the qualities of the mentor, the quality of mentoring, confidence and emotion management, getting to know the woman and contextual and environmental influences. Vignettes were created to represent composites of the findings; these were presented to study participants in a focus group as a means to achieve respondent validation. This study has led to some insights into the factors that influence and mould decision-making, the findings can be applied to the education of students and newly qualified midwives.