An archaeological excavation was carried out in advance of a proposed residential development on the site of the former Minster School in Southwell in Nottinghamshire. Previous archaeological work on and adjacent to the site has identified a Roman villa to the west of the current development site, and an extensive inhumation cemetery, believed to be late Anglo-Saxon to early medieval in date, and to be associated with Southwell Minster. Three major phases of occupation were identified by the excavation. During the Roman period, the site was inhabited, and appears to have formed part of the known villa’s ‘farmyard’, occupied by ancillary or agricultural buildings such as sheds and barns. An early phase of post and beam buildings, with a possible northern boundary wall, was identified, overlain by a second phase in which a sequence of ditches were excavated and the original buildings demolished and replaced; this phase includes a small stone structure near the Potwell Dyke, speculatively interpreted as the villa estate’s watermill. A third phase of late Roman activity replaced the cluster of farm buildings at the centre of the site with two large, rectangular buildings along its southern edge and laid out a new plan of drainage and/or enclosure ditches on a different axis. The site was largely unoccupied in the post-Roman period, probably due to a rise in water levels making it unsuitable for habitation or cultivation. The Christian cemetery already recorded as overlying the villa proved to extend into the western side of the site: radiocarbon dating indicated that the cemetery was in use for a relatively short time, probably between the late 7th century and the beginning of the 9th. The cemetery had gone out of use before the beginning of the medieval period, and a series of boundary ditches, probably associated with the redevelopment work on Southwell Minster, were excavated through some of the graves. Much of the site remained unoccupied, but intense activity took place in the north-west corner, where a complex sequence of intercuttingpost-holes, beam slots, ditches and pits suggested that outlying ancillary structures on the minster plot were being moved and rebuilt as the boundary was intermittently replanned. A sequence of ditches on the east side of the site had been infilled with timber and brushwood, presumably in order to form covered drains: radiocarbon dating indicated that these features were post-medieval to modern, and it seems likely that they were part of one of the extensive land drainage and reclamation schemes widely carried out in the late 18th and early 19th centuries in association with the process of enclosure.