Old-growth forest in Indiana consists of a few remnant stands in a fragmented agricultural landscape. Old-growth stands can differ substantially from more recently disturbed stands in species composition and may be less susceptible to invasion by exotic plant species. Herbaceous species were sampled in quadrats placed in a repeating pattern along two perpendicular transects in six Old-growth stands in Indiana in spring and summer of 2005. Transects extended from forest edges to the center of each stand. Woody exotic species were sampled in 10-m-wide belts centered on each transect during the summer sampling run. Herbaceous exotic species were a minor component of the understory community in all stands and accounted for less than 1% of total herbaceous cover in all six stands. Exotic woody species generally followed a similar pattern. Four sites contained no more than two woody exotic species, and these were encountered at relatively low frequencies and densities. However, European privet and multiflora rose were present in 27 and 48% of quadrats in one stand, respectively. Thus, although both herbaceous and woody exotic species were relatively rare, heavy infestations of woody exotic species are possible. This suggests that, for some Old-growth sites, exotic species can overcome both local and landscape factors that limit their abundance.