The paper examines three aspects of demographic change and conjectures about their wider impact on British society. Two features of fertility behaviour are highlighted. The first deals with ethnic variations and the likely continuation of high fertility rates amongst women of South Asian origin. The second involves the continued bifurcation between career women and those for whom motherhood remains a central life project. International migration is also assessed and the contradictions within the `Fortress Britain' strategy exposed. Britain will continue to receive migrants from overseas and British society will become increasingly multi-ethnic. The paper also examines the tensions between an increasingly ageing population and the development of increased ethnic and cultural diversity. The paper concludes with some implications of these changes for the discipline of sociology itself.