An analysis of Old English phonology examines two traditional sound changes, the First and Second Frontings, that have been analyzed by different linguists with rather abstract theories. These analyses are refuted, and a more concrete and realistic treatment is proposed for each. Examination of Anglo-Frisian Brightening, or First Fronting, raises several questions about the analysis by Lass and Anderson, which are avoided in a theory proposing that the phenomenon was non-existent already in the synchronic grammar of Old English, and therefore was not maintained as a synchronic phonological rule until Middle English times. The analysis of Mercian Second Fronting refutes Dresher's account and posits Second Fronting as a genuine sound change that ran its course in Old English times. It is seen as a variable rule that was applied to surface forms but was inhibited in backing environments. This solution involves non-abstract forms and no rule ordering. (MSE)