The development of a conceptual framework for the design and management of planned institutional change for continuing education programs is described, based on a change project developed by Hanna and Pollicita. Conceptual approaches to planned change in complex organizations and the views of Havelock and Lindquist are considered. The importance of the following factors are also analyzed: organization, goals, leadership, linkage, openness, capacity, compatibility, rewards, synergy, and ownership, in designing a successful planned change strategy. Finally, a team approach for managing the planned change process that has relevance for university settings is discussed. It is suggested that the process of adapting traditional institutions to better serve the diverse learning needs of adults often involves changing individual values and attitudes as well as organizational priorities, policies, and programs. The rational planning approach, which involves research and development and the dissemination of new knowledge and practices, is considered, along with additional components of organizational change: social networks, the psychological forces that influence acceptance/rejection of a proposal, and political influences. It is suggested that a change team has the potential for generating substantial influence and expertise. (SW)