There is evidence that upright, but not inverted, faces are encoded holistically. The holistic coding of faces was examined in four experiments by manipulating the attention allocated to target faces. In Experiment 1, participants in a divided attention condition were asked to match two upright flanker faces while encoding a centrally presented upright target face. Although holistic coding was evident in the full attention conditions, dividing attention disrupted holistic coding of target faces. In Experiment 2, we found that while matching upright flanker faces disrupted holistic coding, matching inverted flanker faces did not. Experiment 3 demonstrated that the differential effects of flanker orientation were not due to participants taking longer to match upright, than inverted, flanker faces. In Experiment 4, we found that matching fractured faces had an intermediate effect to that of matching upright and inverted flankers, on the holistic coding of the target faces. The findings emphasize the differences in processing of upright, fractured and inverted faces and suggest that there are limitations in the number of faces that can be holistically coded in a brief time. (C) 2002 Elsevier Science B.V. All rights reserved.