The purpose of this paper is to examine and describe the change process as technology is implemented in grades 4 and 5 mathematics classrooms. For this study technology is defined as manipulatives, calculators and computers. The Concerns Based Adoption Model (CBAM) provided a theoretical framework for data analysis. Data was collected through open-ended ethnographic interviews of six (n=6) grades 4 and 5 demonstration teachers identified by the university. Results were organized into four major themes: perceptions of technology (personal), availability and use of technology (technological), implementation of technology in the mathematics classroom (curricular), and technology's role in teaching mathematics (philosophy).