This dissertation describes and presents in detail the developments and changes in the lexical-semantic field of BEAUTY that occurred in the Middle English and Early Modern English periods. It uses data from the Penn-Helsinki Parsed Corpus of Middle English (2nd edition) and the Penn-Helsinki Parsed Corpus of Early Modern English in order to establish the frequency of prototypical members of the lexical field, which roughly correspond to present-day English beauty and beautiful, in order to analyze their distribution over time period, dialect, genre and their contextual uses. The study looks at the rivalry of native and foreign elements, in particular the loss and replacement of native English lexemes by neologisms and a French loanword. Finally, it examines the most relevant possible conditioning factors of lexical and semantic change in an attempt to explain the restructuring of the lexical field of BEAUTY.