Although organizational learning occurs through individuals, it would be a mistake to conclude that organizational learning is nothing but the cumulative result of their members' learning. Organizations do not have brains, but they have cognitive systems and memories. A device cited in this literature as an important tool for organizational learning is the ''Strategic Alliance'' - an important element of contemporary firms' competitive strategies. This paper attempts to look at the phenomenon of inter-organizational learning through the socio-cultural-historical lens of Vygotsky and hopes to advance a theoretical framework, which is more eclectic and can therefore better explain the dynamics of learning in alliances.