The impact of upheavals in U.S. higher education on the professoriate was examined, focusing on such factors as declines in enrollment and governmental support, and shifts in enrollment among fields of study. Characteristics of faculty were identified, including their tasks and capabilities, personal background, attitudes and values, emergent subgroups within the faculty, and their effectiveness in terms of the quantity and quality of their work. Based on more than 500 interviews nationally, trends in the rewards and working conditions of the profession were also considered, including workload, time use, compensation, and work environment. In considering the academic labor market, attention was directed to faculty supply and demand, faculty attrition, the changing market for Ph.D.s, and the flow to academe of persons at various stages in their careers, including the exceptionally talented. The possibility that there may be many faculty positions filled with persons inadequately qualified was addressed, along with suggestions for recruiting and retaining competent faculty and the roles of government, colleges, and faculty. Appendices cover the methodology for campus visits, data for surveying leading graduate departments, estimates of faculty attrition, estimates of faculty numbers for 1980-2010, and a bibliography. (SW)