This study examined technology implementation practices associated with student learning gains. Interviews and observations were conducted with staff at schools where teachers using reading or mathematics software with their students attained above-average achievement gains and at schools where software-using teachers had below-average gains. The findings highlight the importance of school practices in the areas of principal support and teacher collaboration around software use and of teacher practices concerning class- room management and use of software-generated student performance data. The issues of instructional coherence and competition for instructional time are highlighted as challenges to software implementation. (Keywords: Tech- nology, implementation, software)