Abstract: The research identifies how elderly people perceive the transition from home to institutional living. The methodology for the discovery of grounded theory is used. A conceptualisation of the transition to institutional living as five sequential and inter-related phases is introduced. In the first phases of anticipation and reaction; subjects responses to challenges introduced by transition tend to predominate. The third and fourth phases are characterised by subjects working through these challenges to achieve mastery within the new situation. The final phase is manifest in each individuals' attributing personal meaning to the transition within the context of his or her total life. Mastery within the new situation is achieved through problem solving approaches to increasing dependency, acceptance of personal responsibility for adjustment and the perception of institutionalisation as but one incident in each person's life. This transition was found to differ from those described amongst younger populations. It is proposed that this difference occurs as a function of developmental stage , frailty and the environmental situation. The research a) emphasises the holistic nature and complexity of nursing with frail elderly clients, b) support the uses of concepts from developmental theory as a basis for nursing practise with elderly clients, and c) suggests ways in which nursing education and research may contribute to the development of nursing care for elderly clients