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As knowledge became more crucial to organisational advantage, structures became flatter and operations more dispersed. Reducing hierarchy frees people to use their knowledge more responsively; geographical dispersion gives better access to specialist expertise wherever it exists. However, sustaining change in the knowledgeable organisation requires distributed leadership; people who combine knowledge and learning expertise with the capability to design, implement and embed change that fits with the organisational strategy. Demand for such people exceeds supply. Whilst KM already provides many processes and techniques to support adaptation, KM teams are small and usually operate indirectly through influence. Leadership from line management has most immediate impact on the knowledge and learning climate in teams, projects and functional activities. In organisations where knowledge is central to strategic advantage, we suggest that a framework of leadership practices specifically aimed at facilitating learning and knowledge sharing would enhance the design of leadership development programmes. In this conceptual paper, we connect leadership and change literature with KM thinking to develop a model of knowledge related leadership capabilities. A wellestablished strand of leadership research advocates that leaders embrace paradoxical demands and resolve tension, because tension can create dysfunction, when people encounter difference. If differences can be translated into complementarities, apparently contradictory demands resolved and distinctive beliefs reconciled, conflict and wasted effort is reduced. Tension is essential to healthy system: it triggers adaptation. Yet, change amplifies paradoxical inconsistencies. By applying from the most comprehensive extant theory of organisational paradox to knowledge work this paper offers an integrated framework which maps regularly recurring organisational paradoxes to key knowledge activities required to survive, thrive and renew. We identify the practical tensions leaders encounter when managing knowledge work and propose some leadership practices for responding effectively. The integration becomes a model for designing leadership development tailored to the needs of the knowledgeable organisation [ABSTRACT FROM AUTHOR]