ABSTRACT The College Woods in Williamsburg, Virginia (a.k.a. Matoaka Woods) contains a maturing post-cultivation upland hardwood forest (oaks, beech, tuliptree, hickories). In 1994 four size classes of woody stems were sampled on 27 permanent plots, and those same plots were re-sampled in 2003. Cluster analysis revealed that between samplings there was little change in the composition of the large tree ($10 cm dbh) or small tree (2.5–10 cm dbh) size classes. There was great change in the density of certain species in the sapling (1.4 m tall, ,2.5 cm dbh) and tall seedling (0.5–1.4 m tall) size classes, even though the sapling size class was initially similar to the small tree layer. In these two smaller size classes, change was mostly great decrease in some species (Viburnum acerifolium, Cornus florida, Acer rubrum, and Euonymus americana) rather than increase in the remaining abundant taxa (Fagus grandifolia, Ilex opaca, Gaylussacia spp. and Vaccinium spp.). Preferential browsing by an increasing deer population likely caused these dramatic changes.