This study explored possible predictors of change over time in dental fear. In a population-based sample of 664 women, 38–54 yr of age at first assessment, a self-rating of dental fear was recorded on two occasions, 6 yr apart. Whilst the majority of the women maintained their level of fear, two subgroups reported changes at follow up. Of the 99 subjects indicating high fear at baseline, 54 recorded no or minimal fear at follow up and, among the 565 recording minimal fear at baseline, 27 reported increased fear at follow up. We used psychological and odontological findings at baseline to compare the four subgroups with altered or maintained fear ratings at follow up. The women reporting reduced fear at follow up differed significantly in the psychological variables from those reporting unchanged fear; there were no significant differences between these groups in any of the odontological variables. The group indicating increased fear at follow up did not differ from those with a maintained fearlessness in any of the baseline measurements. The results are discussed in terms of a systems-oriented understanding of the development of dental fear.