This is a study of male occupational structure in the hinterland of the market town of Alcester, Warwickshire, c.1660 – c.1840. Various primary sources are used including the 1841 census, probate records, marriage licences and parish registers in order to compare occupations in thirty-six rural parishes centred on Alcester. The investigation focuses on various themes such as the changing interplay between agriculture and manufactures, specialisation and diversification by individuals and communities and the different economic paths taken by neighbouring settlements. The changing role of the market town and of the larger villages is discussed as some settlements become more industrialised and urbanised, while others stagnate and de-industrialise. To a large extent the economic development of the study area mirrors what was happening elsewhere in the nation, with an early growth in secondary occupations and a growth of tertiary occupations as the primary sector retreated. However, the unique feature of the study area is the rapid growth of the manufacture of needles and fish-hooks, firstly in the countryside, but later concentrating more on centres such as Redditch, which grew from a hamlet into a manufacturing town during the study period, eventually outgrowing the ancient market town of Alcester.