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Local governments frequently restrict multi-family housing by limiting the districts where it is allowed, creating procedural barriers to development, and mandating large lot sizes. Such restrictions are thought to reduce the ability of low- and moderate-income households to afford housing in desirable locations. In this paper, I use a new and unusually rich dataset on land use regulations in 186 Massachusetts cities and towns to test several hypotheses about why municipalities restrict multi-family housing. The results refl ect two distinct waves of zoning, each of which used a different mechanism and was shaped by different determinants. Under regulations adopted in the 1940s and 1950s, communities with a large amount of existing multi-family housing, a city council form of government, and higher land values tended to be less restrictive. The second wave of regulations, beginning in the 1970s, saw an increased use of special permits to allow multi-family housing and greater restrictiveness by smaller, more affl uent communities.