There is substantial evidence that traditional instructional methods have not been successful in helping students to ‘restructure’ their commonsense conceptions and learn the conceptual structures of scientific theories. This paper argues that the nature of the changes and the kinds of reasoning required in a major conceptual restructuring of a representation of a domain are fundamentally the same in the discovery and in the learning processes. Understanding conceptual change as it occurs in science and in learning science will require the development of a common cognitive model of conceptual change. The historical construction of an inertial representation of motion is examined and the potential instructional implications of the case are explored.