This paper reviews research at two sites in the southern Cape, South Afnca that together span the last 125 ka: Boomplaas and Klasies River main site. Environmental and cultural changes are discussed. The contrasts between the Late Pleistocene and Holocene and between the earlier and later Holocene environments are detailed. Climates have been similar to the present and more favourable for human settlement in the last 5 ka than at any time since the Lasl Interglacial. The Middle-Later Stone Age inteqace predates 21 ka in the Boomplaas sequence. The Howieson's Poort at the base of the Boomplaas sequence is a horizon marker that is also found in the top of the Klasies River main site. Human remains from Klasies River are dated to 90 ka and 120 ka. It is argued that these sites were occupied by morphologically and cognitively modem humans. *Received September 1995