Dendritic spines are the primary site of excitatory input on most principal neurons. Long-lasting changes in synaptic activity are accompanied by alterations in spine shape, size and number. The responsiveness of thin spines to increases and decreases in synaptic activity has led to the suggestion that they are 'learning spines', whereas the stability of mushroom spines suggests that they are 'memory spines'. Synaptic enhancement leads to an enlargement of thin spines into mushroom spines and the mobilization of subcellular resources to potentiated synapses. Thin spines also concentrate biochemical signals such as Ca(2+), providing the synaptic specificity required for learning. Determining the mechanisms that regulate spine morphology is essential for understanding the cellular changes that underlie learning and memory.