This article is concerned with how learning communities are transformed as they evolve from traditional learning epistemologies towards constructivist orientations and pedagogies. Adopting activity theory as a framework, the article discusses how transformations take place through a two-way process of appropriation (learning from one another as a two-way interaction process) at both the social-collective and individual-learner levels of interaction and cognition. We distinguish transformations at two levels: context and process, acknowledging overlaps between the two. Context transformations involve the macro-level activity system, whereas process transformations are concerned with in-situ micro-level changes. Through the concept of activity systems, we hope to illustrate how evolving transformations are captured from a historical frame of reference. The article also discusses technologies as enablers within a proposed framework in support of such epistemological transformations. (Contains 2 tables and 3 figures.)