PCF5 Sub-theme: Governance and social justice // Social practices and structures can shape how we learn and, in turn, who we become (Lave & Wenger, 1991; Wenger, 1998). Technology in the form of ODL systems traverse distances, organisational and social structures (Star & Griesemer, 1989). However, it is the social, economic and governance systems in which technology are embedded, which is of growing importance, not the technical artefact itself. // Internationally there is a growing tension between centralised and local governance of ODL systems. This paper presents two large-scale studies of contrasting Open and Distance Learning (ODL) programmes within the Health and the Prison domain. Within the health domain despite having a national centralised structure ODL systems are frequently governed by local health ‘trusts’. This is also true within the prison service that although governed by national centralised polices, ODL systems are effectively managed in a very decentralised manor. Centralised initiatives seek equal opportunities for learning, evidence based medicine and rehabilitation through learning. However, local security imperatives frequently clash with ODL initiatives. It has been unclear, however, if these clashes are always due to security issues or emotive responses to poor awareness from those locally govering ODL deployment . We review the tensions in these two developing ODL programmes and discuss potential solutions to these problems. // Paper ID 461