Term limits on legislators were adopted in 21 states during the early 1990s. Beginning in 1996, the limits legally barred incumbents from reelection in 11 states, and they will do so in four more by 2010. In 2002, we conducted the only survey of legislators in all 50 states aimed at assessing the impact of term limits on state legislative representation. We found that term limits have virtually no effect on the types of people elected to office—whether measured by a range of demographic characteristics or by ideological predisposition—but they do have measurable impact on certain behaviors and priorities reported by legislators in the survey, and on the balance of power among various institutional actors in the arena of state politics. We characterize the biggest impact on behavior and priorities as a “Burkean shift,” whereby term-limited legislators become less beholden to the constituents in their geographical districts and more attentive to other concerns. The reform also increases the power of the executive branch (governors and the bureaucracy) over legislative outcomes and weakens the influence of majority party leaders and committee chairs, albeit for different reasons.