Chapter 3 provides a comprehensive linguistic description of modern academic writing in the late 20th century at several different levels, beginning with a comparison of this general register to other general spoken and written registers in English (e.g., conversation, fiction, newspaper reportage), and then moving on to descriptions of more specific sub-registers of academic writing (e.g., textbooks versus research articles, and written texts from various academic disciplines). The findings in this chapter are surprising in two major respects: on the one hand, grammatical features associated with complexity in previous research turn out to be not frequent in academic writing, but at the same time, other features that have been overlooked in most previous studies turn out to be especially prevalent in academic writing. We argue that the most important distinguishing characteristic of academic writing is its extremely dense use of phrasal structures (i.e., structures without verbs), especially phrases functioning as noun modifiers. These structures include attributive adjectives, nouns as nominal pre-modifiers, prepositional phrases as nominal post-modifiers, and appositive noun phrases. The dense use of these structures results in a discourse style that minimizes the use of verbs and clauses, relying instead on embedded phrases to convey information.