The emergence of managed care has resulted in a practice environment buffeted by rapid and sweeping changes. Shifts in philosophy and approach to payment for health care affect the nature of the service and the method of its delivery. The occupational adaptation frame of reference is used to illustrate the challenges imposed by the physical, social, and cultural components of the changing occupational environment. Perceptions, observations, and concerns of middle level occupational therapy, physical therapy, social work, and nursing managers illustrate the impact of this new environment. Therapists are challenged to understand their own changing work setting and to apply the same effort to mastering its challenges as they would to examining the context of their patient’s occupational performance and to designing and implementing an appropriate clinical intervention.