Abstract: In a search for behavioral, neuroanatomical, and metabolic characteristics of Alzheimer's disease that may result from cholinergic malfunction, we used transgenic mice overexpressing acetylcholinesterase (AChE) mRNA and active enzyme in brain neurons. Mapping by in situ hybridization revealed that transgenic and host AChE mRNAs were distributed similarly. In a Morris water maze working memory paradigm, adult transgenic mice did not display the characteristic improvement found in control mice either between or within test days and spent less time than control mice in the platform zone. In 5-week-old transgenic mice, the basilar dendritic trees of layer 5 pyramidal neurons from the frontoparietal cortex were essentially as developed as in age-matched controls. However, branching totally ceased after this age, whereas in control adults it continued up to at least 7 months. Therefore, dendritic arbors became smaller in adult transgenic mice than those of controls. Furthermore, the average number of spines was significantly lower on dendritic branches of 7-month-old but not 5-week-old transgenics as compared with controls. Binding of tritiated hemicholinium-3, a blocker of the high-affinity choline uptake characteristic of active cholinergic terminals, was over twofold enhanced in the brain of transgenic mice. In contrast, no differences were observed in the mRNA and ligand binding levels of several different subtypes of nicotinic and muscarinic acetylcholine receptors. These findings suggest that three different hallmarks associated with Alzheimer's disease—namely, progressive cognitive failure, cessation of dendrite branching and spine formation, and enhanced high-affinity choline uptake—are outcomes of cholinergic malfunction.