Ten years of experience with analyses of students’ learning in a modelling course for first year university students, led us to see modelling as a didactical activity with the dual goal of developing students’ modelling competency and enhancing their conceptual learning of mathematical concepts involved. We argue that progress in students’ conceptual learning needs to be conceptualised separately from that of progress in their modelling competency. Findings are that modelling activities open a window to the students’ images of the mathematical concepts involved; that modelling activities can create and help overcome hidden cognitive conflicts in students’ understanding; that reflections within modelling can play an important role for the students’ learning of mathematics. These findings are illustrated with a modelling project concerning the world population.