ABSTRACT This paper presents an analysis of in-prepositional phrases in Middle English. On the semantic level, in-phrases were associated with a spatial or temporal sense in Old English. However, they lost much of their original referential meaning in Middle English as they developed from a spatial or temporal sense to a figurative or abstract one. Unlike on-phrases, the survey of the texts available in the Helsinki Corpus of Middle English shows that the use of in-phrases has increased steadily and progressively throughout the Middle English period. The use of in-phrases to indicate a position on the surface of something and surrounded by its parts is highly represented in the corpus. Also on the surface of something which extends in all directions: heaven, hell, earth, world, sea, field, island, country predominate within the spatial roles (14.06% with regard to all in-phrases, and 42.14% within spatial sense). Unlike in Present Day English, the static location within the boundaries of space (building, house) or the meaning of "enclosed" in is not very common (7.06% with respect to all in-phrases, and 21.18% within the spatial sense). Unlike in the case of on-phrases, the data also evince that there is no significant usage of idiomatic in-phrases with a spatial reference. The number of temporal instances is very small as they only represent a rate of 5.15% with regard to all in-phrases found in the corpus. Our analysis also shows that a great number of in-phrases have acquired a figurative or abstract sense. Thus, nearly half of the in-phrases are used to express the role of a certain manner, state or condition (48.6% with regard to all in-phrases found in the corpus).