Very soon the age-group of 60 year and older will form one third of the Dutch population. Of this group 7% or 133.000 persons, in majority women of 80 years and older, are housed, cared for and nursed in 1500 Institutions, containing from 90 to 200 'beds'. Together these institutions employ (in full time equivalents) 50.000 workers. The yearly total budget Is dfl. 4.5 billion. Although the Netherlands rank comparatively very high with these figures, showing a well-developed system of health-care and social welfare, feelings of pride are mixed gradually with doubts on the feasibility of this system In the (near) future. Economically it means an ever increasing burden on a decreasing number of younger shoulders. Ideologically seen long standing criticism of Institutional forms of living and care gains new momentum. Government policy Is now directed at bringing down the number of beds in Institutions and stimulating other, looser, combinations of normal housing and care, tailored to the 'real' needs of the individual aged person and provided by ambulant workers (district nurses, volunteer helpers, dinner service etc.) For architects and urban planners the developments bring along a number of new problems: - remodelling the remaining institutions for Intensive care and nursing for a changing population, - (re)design of 'normal' housing adapted to the needs and abilities of old people, - (re)design of neighborhoods and facilities in a way that satisfies the needs of older and/or handicapped people. In this paper the impacts of the new policy on an existing very large Institution (600 'beds') in Amsterdam will be described in terms of the ongoing remodelling process: Post-Occupancy Evaluation, marketing research, development of a new organizational concept, writing the brief and architectural design considerations.