This paper describes and analyses changes that occurred in the Department of Plantation and Livestock (Dinas Pertanian Tanaman Pangan dan Peternakan, Dispertanak) Kabupaten Nunukan. There are some 19 aspects that were examined, consisted of 30 items. Among these items, there were 13 (42%) items which experienced positive changes, such as office equipment, formal and informal communication, quality employees, and program evaluation. A total of 5 (16%) items regent; and 12 (39%) items remained relatively unchanged, for example the flow at tasks, project orientation, and decision making process. This condition is not so encouraging. Dispertanak needs to do introspection, then makes up his mind to make positive change significantly and innovatively through a process of learning organisation. Keywords : organizational change, nepotism, innovation, decision making, learning organisation.