This paper presents an empirical study of two organizations' experiences with the adoption and use of CASE (Computer-Aided Software Engineering) tools over time. Using a grounded theory research approach, the study characterizes these experiences in terms of processes of incremental or radical organizational change. The findings are used to develop a theoretical framework that conceptualizes the organizational issues surrounding the adoption and use of CASE tools, which have been largely overlooked in contemporary discussions. The framework suggests that researchers should consider the social context of systems development, the intentions and actions of key players, and the implementation process when studying the impact of CASE tools. Practitioners will benefit from understanding that the implementation of CASE tools involves a process of organizational change over time, rather than merely the installation of new technology. The paper contributes to the literature by providing a grounded understanding of the changes associated with implementing CASE tools, adding substantive content to the role of individual actors, institutional context, and the processes they enact, and integrating these insights with formal theory from the innovation literature to create a more general framework.This paper presents an empirical study of two organizations' experiences with the adoption and use of CASE (Computer-Aided Software Engineering) tools over time. Using a grounded theory research approach, the study characterizes these experiences in terms of processes of incremental or radical organizational change. The findings are used to develop a theoretical framework that conceptualizes the organizational issues surrounding the adoption and use of CASE tools, which have been largely overlooked in contemporary discussions. The framework suggests that researchers should consider the social context of systems development, the intentions and actions of key players, and the implementation process when studying the impact of CASE tools. Practitioners will benefit from understanding that the implementation of CASE tools involves a process of organizational change over time, rather than merely the installation of new technology. The paper contributes to the literature by providing a grounded understanding of the changes associated with implementing CASE tools, adding substantive content to the role of individual actors, institutional context, and the processes they enact, and integrating these insights with formal theory from the innovation literature to create a more general framework.