Species-area curves are presented for three woodlands with herbaceous understoreys in western Victoria. Australia. Up to 93 species of vascular plant were recorded from 128 m2. making these woodlands one of the richest terrestrial vegetations recorded from temperate Australia. Species richness at this scale is comparable with that recorded from kwongan (sclerophyllous shrubland) in south-western Australia. Up to 45 species were recorded from 10 m2. At this scale the woodlands are the richest terrestrial vegetation recorded from Australia, and among the richest in the world, being comparable with the renowned chalk grasslands of Europe. The growth-form spectra of these woodlands differ dramatically from those of other species rich communities in temperate Australia due to the abundance of herbs and dearth of woody species. In contrast to species rich woodlands in Israel and California, perennial herbs rather than annuals predominate. Although the woodlands studied are protected in conservation reserves, regional floristic surveys are required to determine the geographic extent, floristic variability and conservation status of herb-rich woodlands in Victoria.