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In contrast with the spate of diachronic studies of modal verbs, the acquisition of modal meaning by verbonominal expressions has been neglected. Yet, Loureiro-Porto’s (2010: 373) study of be/have plus need/ðearf n. argues that they are “key to the understanding of the necessity verbs”. Studies of verbonominal expressions with no doubt (Simon-Vandenbergen 2007) and no question (De Wolf & Davidse 2010) have revealed interesting interactions between (nominally expressed) negation and modal meanings, with lexicalization of the strings often preceding their grammaticalization. In this paper, we will reconstruct the changes that led to the current modal uses of expressions containing be/have + negative determiner + nouns need, nedðearf, ðearf, mister: (i) absence of subject- or situation-inherent need (dynamic) (ii) absence of obligation (deontic) (iii) prohibition (deontic) (i) and (ii) are already attested in OE, e.g. þe nis nan neod (c950–c1010), and counterfactuals of (i) in ME it hadde ne noe nede to make siche feestis (1380). The origin of (iii) and its current proclivity to counterfactuality, as in he had no need to say that, remain to be investigated, as well as the possibility of these expressions conveying absence of logical necessity (epistemic). Taking the formal and semanticopragmatic flexibility of the – often subjectless – strings in OE as startingpoint, we will map out the development of this modal subsystem (cf. Van linden forthc., also for the corpora consulted). We will take a diachronic constructional approach, paying attention to change at the level of the specific lexicogrammatical construct, which may feed into the formation of micro- and meso-constructions, and distinguishing between lexicalization and grammaticalization (Traugott 2008). The semantic paths followed will be confronted with existing hypotheses about the development of modal meanings. References De Wolf, S. & K. Davidse. 2010. No question: lexicalization and grammaticalization in the development of modal qualifier constructions. Paper GRAMIS 2010, Brussels. Loureiro-Porto, L. 2010. Verbonominal constructions of necessity with þearf n. and need n.: competition and grammaticalization from OE to eModE. Englis Language and Linguistics 14: 373-397. Simon-Vandenbergen, A.M. 2007. No doubt and related expressions. A functional account.’ M. Hannay & G. Steen (eds) Structural-functional studies in English grammar: in honour of Lachlan Mackenzie. Amsterdam: Benjamins. Traugott, E. 2008. Grammatikalisierung, emergente Konstructionen und der Begriff der “Neuheit”. K. Fischer & A. Stefanowitsch (eds) Konstruktionsgrammatiek II: Von der Konstruction zu Grammatik. Tübingen: Stauffenburg. 5-32. Van linden, A. forthc. Modal adjectives: English deontic and evaluative constructions in diachrony and synchrony. Berlin: Mouton.