Changes in the population of holly seedlings in some oak - beech woods in the New Forest, England, were studied for 2 1/2 years by recording accurately their position within 20 permanent 1 m2 quadrats and noting their condition. Among the factors which directly or indirectly cause the death of holly seedlings, lack of soil moisture, deep shade, nibbling, browsing and physical disturbance appear to be the most important. The great majority die before their 5th year, but effective regeneration is still possible by the remainder. Under present-day conditions, the growth of older seedlings is checked by heavy browsing, which is therefore the factor preventing regeneration, but potential regeneration is apparently restricted to certain habitats by the quantity of light available to the younger seedlings.