The objectives of this study were to document changes, between 1971 and 1999, in overstory vegetation structure and composition at Lilley Cornett Woods (LCW), an old-growth mixed mesophytic forest in eastern Kentucky. Similar to other old-growth forests, overstory density (284 to 347 trees/ha) and basal area (26.4 to 29.9 m²/ha) have significantly increased during this time. The increase in density was primarily due to recruitment into the smallest overstory diameter-class (12.5–30.0 cm). Six species have comprised over 60% of total overstory importance since 1971; Fagus grandifolia has remained the most important species. The overstory composition in 1999 was not similar to 1971 (C = 63.4%) as several changes have occurred during the 28-year period, including increases in the importance of maples and eastern hemlock and decreases in oaks. These trends are consistent with other reports in the eastern United States.