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Despite the recent interest of historians in retailing and distribution, little attention has been paid to fairs. It has often been assumed that by 1800 they were mainly occasions for entertainment. Using a range of sources and focusing mainly on the north midlands, this article argues that many fairs remained significant during the eighteenth century for agricultural marketing, some business and financial transactions, and retailing. By the early nineteenth century, rapidly changing economic conditions, coupled with changed attitudes, threatened these traditional roles and fairs had to adapt or face inevitable decline.