We resurveyed the under- and overstory species composition of 94 upland forest stands in southern Wisconsin in 2002–2004 to assess shifts in canopy and understory richness composition and heterogeneity relative to the original surveys in 1949–1950. The canopy has shifted from mostly oaks (Quercus spp.) toward more mesic and shade-tolerant trees (primarily Acer spp.). Oak-dominated early-successional stands and those on coarse nutrient-poor soils changed the most in canopy composition. Understories at most sites (80%) lost native species with mean species density declining 25% at the 1-m2 scale and 23.1% at the 20-m2 scale. Woody species have increased 15% relative to herbaceous species in the understory despite declining in absolute abundance. Initial canopy composition particularly the abundance of red oaks (Quercus rubra and Q. velutina) predicted understory changes better than the changes observed in the overstory. Overall rates of native species loss were greater in later-successional stands a pattern driven by differential immigration rather than differential extirpation. However understory species initially found in early-successional habitats declined the most particularly remnant savanna taxa with narrow or thick leaves. These losses have yet to be offset by compensating increases in native shade-adapted species. Exotic species have proliferated in prevalence (from 13 to 76 stands) and relative abundance (from 1.2% to 8.4%) but these increases appear unrelated to the declines in native species richness and heterogeneity observed. Although canopy succession has clearly influenced shifts in understory composition and diversity the magnitude of native species declines and failure to recruit more shade-adapted species suggest that other factors now act to limit the richness heterogeneity and composition of these communities.