Assumptions: Today, when technology has taken its place in almost all classrooms in schools and colleges across the country, there is a need to know how technology "influences the mathematics that is taught and enhances students' learning" (NCTM, 2000, p. 24). Rationale: This presentation describes qualitative study which purpose was to understand the process of mathematics learning by high school graduates, recent Developmental mathematics students, in a technology rich environment. Objectives: The study accesses students' beliefs about the use of graphing calculator (GC) TI-83 and describes students' experiences in learning mathematics with GC. Theoretical framework: The reason for the major impact of electronic technology (ET) on the reform in mathematics education is its effect on the cognitive processes--nature of mathematical thinking and understanding (Heid, 1997). From this perspective, a concept of "cognitive technologies" is used to investigate the impact of technology on mathematics education. Among cognitive tools used in mathematics education are GC. They give students easy access to computational and graphical results (Heid, 1997). Studying the role of GC as a cognitive tool might concentrate on the ways in which students perceive GC as promoting conceptual understanding. Techniques: Multi-case study of mathematics learning of high school graduates, recent Developmental Mathematics students at CCBC-Essex, presents one aspect--the role of GC as a cognitive tool. Results: The presented qualitative study includes an analysis of students' experiences in learning mathematics with GC, as well as students' perceptions related to technology use for specific mathematics topics. Conclusions: The implementing of GC as cognitive tools for mathematics learning is consistent with an emphasis of contemporary school mathematics and Developmental mathematics on the problem solving and modeling. Summary: This presentation describes qualitative study which purpose was to understand the process of mathematics learning by high school graduates, recent Developmental Mathematics students, in a technology rich environment. The study accesses students' beliefs about the use of graphing calculator (GC) TI-83 and describes students' experiences in learning mathematics with GC. Appended are: (1) Guiding questions for the interview; and (2) List of themes with initial codes.