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Self-managing teams are rapidly approaching the popularity of Quality Circles in both the popular and organizational literature. However, before this promising notion becomes the next panacea for the ills of our declining international competitiveness, we must investigate the fundamental question of how superior managed professionals become transformed into self-managers. This paper presents a model of a leadership-making process which purports to produce the transformation of superior manager professionals into self-managing and partially self-designing units. The focus of this paper is on the upper end of the self- managing category of Hackman’s (1986) authority matrix. A life cycle model of leadership-making is outlined, and emphasis is placed on the process by which teamwork is built from within and the activities which allow individuals to (a) outgrow their dependence on outside direction and control and (b) realize that a more effective strategy for accomplishing their own (“I”) needs is through satisfying learn (“We”) needs (i.e., the “transformation”). This model for the process of becoming a self-managing team player provides a data-grounded rationale (covering over 20 years of programmatic research) in order to facilitate hypothesis-testing research.