This paper presents findings from an empirical study of two organizations' experiences with the adoption and use of CASE tools over time. Using a grounded theory approach, the study characterizes the organizations' experiences in terms of processes of incremental or radical organizational change. These findings are used to develop a theoretical framework for conceptualizing the organizational issues around the adoption and use of these tools, which have been largely missing from contemporary discussions of CASE tools. The paper has important implications for research and practice. Specifically, the framework and findings suggest that researchers should consider the social context of systems development, the intentions and actions of key players, and the implementation process followed by the organization. Similarly, practitioners will be better able to manage their organizations' experiences with CASE tools if they understand that such implementations involve a process of organizational change over time, not merely the installation of a new technology. The research methodology followed was grounded theory, aiming to generate a descriptive and explanatory theory of the organizational changes associated with CASE tools rooted in the experiences of specific systems development operations. This approach was chosen because it allows a focus on contextual and processual elements as well as the actions of key players, which are often omitted in IS studies that rely on variance models and quantitative data. The study involved two organizations, one in the software business and the other in the petroleum products industry. Data were collected through interviews, documentation review, and observation, and analyzed iteratively to detect similarities and differences. The findings revealed that the adoption and use of CASE tools involved processes of organizational change, influenced by the structural premises that human action and institutional contexts interact over time. The study developed a theoretical framework that conceptualizes the findings in terms of three central categories: strategic conduct, institutional context, and change process. The paper contributes to research and practice by integrating a specific grounded theory with insights from the innovation literature, developing a more general framework that allows researchers and practitioners to explain, anticipate, and evaluate various organizational changes associated with the adoption and use of CASE tools.This paper presents findings from an empirical study of two organizations' experiences with the adoption and use of CASE tools over time. Using a grounded theory approach, the study characterizes the organizations' experiences in terms of processes of incremental or radical organizational change. These findings are used to develop a theoretical framework for conceptualizing the organizational issues around the adoption and use of these tools, which have been largely missing from contemporary discussions of CASE tools. The paper has important implications for research and practice. Specifically, the framework and findings suggest that researchers should consider the social context of systems development, the intentions and actions of key players, and the implementation process followed by the organization. Similarly, practitioners will be better able to manage their organizations' experiences with CASE tools if they understand that such implementations involve a process of organizational change over time, not merely the installation of a new technology. The research methodology followed was grounded theory, aiming to generate a descriptive and explanatory theory of the organizational changes associated with CASE tools rooted in the experiences of specific systems development operations. This approach was chosen because it allows a focus on contextual and processual elements as well as the actions of key players, which are often omitted in IS studies that rely on variance models and quantitative data. The study involved two organizations, one in the software business and the other in the petroleum products industry. Data were collected through interviews, documentation review, and observation, and analyzed iteratively to detect similarities and differences. The findings revealed that the adoption and use of CASE tools involved processes of organizational change, influenced by the structural premises that human action and institutional contexts interact over time. The study developed a theoretical framework that conceptualizes the findings in terms of three central categories: strategic conduct, institutional context, and change process. The paper contributes to research and practice by integrating a specific grounded theory with insights from the innovation literature, developing a more general framework that allows researchers and practitioners to explain, anticipate, and evaluate various organizational changes associated with the adoption and use of CASE tools.