PURPOSE: The number of residents in elderly institution has been increasing due to the change of the family support system. This study was focused on understanding the process of adjustment of the institutionalized elderly using the Grounded Theory approach. METHOD: There were seven participants, 4 men and 3 women living in 3 different elderly facilities. The data was collected through in-depth interviews and participant observation from June 20, 1999 to January 10, 2000 and analyzed by the Strauss and Corbin's analysis method. RESULT: 125 concepts were found and grouped into 30 sub-categories and then grouped into 13 categories. These categories are <humiliation>, <fear>, <reluctance>, <difficulty of economic status>, <health problem>, <process of entrance>, <loss of family support>, <facility support>, <personality disposition>, <positive self mind-control>, <negative self mind-control>, <adjustment> and <maladjustment>, which were synthesized into the process of adjustment. <The Control of Reluctance (to live in facility)> being the core category. The adjustment process of the facility elderly consisted of: 1. expressive phase of 'reluctance' 2. control phase of 'reluctance' 3. latent phase of 'reluctance' CONCLUSION: This study offers better understandings on the adjustment process of the institutionalized elderly and provides more appropriate nursing care to the New Comers of these facilities.