In April 2004, the US led coalition launched an operation to take the city of Fallujah (Iraq) from the insurgents. After intense fighting known as the First Battle of Fallujah, the attack was discontinued and the coalition forces eventually had to leave Fallujah all together. This was seen as a great victory by the insurgents and it was later confirmed that the United States Marine Corps (USMC) had not achieved any of the final objectives established before the launch of the operation. In November 2004, the coalition forces attacked once again (Second Battle of Fallujah) and succeeded in seizing the city.The Battles of Fallujah, occurred in the same environment, between the same opponents, with just seven months apart. How could the coalition forces lose the first battle and the win the second Battle of Fallujah?This thesis aims to understand the different outcomes of the Battles of Fallujah by applying theories of organizational innovation and organizational learning to the American armed forces. The results of this study show that organizational learning was present in the US forces and can be argued to have affected the different outcomes of the battles. However, little evidence has been found suggesting successful organizational innovation.