The effect of advanced old age on the nerve cell content of the cerebral cortex was examined in 19 non-demented persons aged 69–95 years, using a Quantimet 720 image analysing computer to make area proportion measurements. Neurone loss around 1.0% per annum was found both in the neocortex and in the medial hippocampus. There was also significant shrinkage of neurones in the hippocampus. Macroscopic measurements of the cerebral hemispheres by means of point-counting morphometry showed a corresponding reduction in the volume of white matter amounting to about 0.8% per annum, but only a minor change in the cortex volume. This finding is consistent with the occurrence of dendritic growth of surviving neocortical neurones. By contrast, there appears to be no compensatory dendritic proliferation in the medial hippocampus since tissue atrophy was commen-surate with cell loss in this region.