Knowledge Management (KM) is an emerging methodology that harnesses an organization's largely untapped resource, knowledge, not only to sustain competitive advantage but also to become innovative. Since knowledge is a crucial resource, it should be managed judiciously. KM helps integrate, manage, store, retrieve, and disseminate an organizations information and intellectual assets to improve business performance. To be successful, KM requires a major shift in organizational culture and commitment. Tile primary focus of this research is to see how the grounded theory approach can be applied to studying the knowledge management practices in organizations. Our ultimate goal is to develop an empirically testable model that informs organizations on how to successfully implement KM by clearly outlining the current practice of KM and their relationship to organizational purposes, implementation, success factors and metrics, "failure factors," organizational impacts, and requisite organizational cultures and technology.