The grounded theory presented in this study describes how the supervision of special education instruction occurs in public elementary schools in rural settings. Grounded theory methodology (Strauss & Corbin, 1998) was employed in this study. Nine elementary schools in three rural districts in the state of Virginia participated in the study. Interview data were collected from 34 participants, including special and general education teachers, principals, and directors of special education. Observations were made in the schools and documents pertaining to the supervision process were collected. Data analysis allowed identification of categories and subcategories, processes, influencing conditions, strategies, and outcomes related to supervision, which contributed to the articulation of the theory. The grounded theory suggests that the supervisor's role is assigned to the principal. The principal negotiates among competing priorities and contextual factors while providing supervision. Competing priorities exist in three areas: (1) management and administration versus supervision; (2) monitoring for legal compliance versus supervision of instruction for students with disabilities; and (3) evaluation of teachers versus supervision of instruction. Contextual factors include systemic conditions such as enrollment size of school, time, and number of administrators. Contextual factors also include personal conditions such as knowledge of special education, definitions of special education instruction, and perceived competence of teachers. The outcome of negotiating competing priorities and contextual factors is a dispersal of responsibility for supervision to three groups of educators. Principals, as the primary supervisors, utilize three strategies to address supervision: (1) the observation/evaluation process; (2) supervision by wandering; and (3) open communication. Directors of special education have a supportive role in supervision through communication and collaboration with teachers and principals. Teachers provide some supervision when they mentor new teachers and serve as special education coordinators.