ADMS and AERMOD are the two most widely used dispersion models for regulatory purposes. It is, therefore, important to understand the differences in the predictions of the models and the causes of these differences. The treatment by the models of flat terrain has been discussed previously; in this paper the focus is on their treatment of complex terrain. The paper includes a discussion of the impacts of complex terrain on airflow and dispersion and how these are treated in ADMS and AERMOD, followed by calculations for two distinct cases: (i) sources above a deep valley within a relatively flat plateau area (Clifty Creek power station, USA); (ii) sources in a valley in hilly terrain where the terrain rises well above the stack tops (Ribblesdale cement works, England). In both cases the model predictions are markedly different. At Clifty Creek, ADMS suggests that the terrain markedly increases maximum surface concentrations, whereas the AERMOD complex terrain module has little impact. At Ribblesdale, AERMOD predicts very large increases (a factor of 18) in the maximum hourly average surface concentrations due to plume impaction onto the neighboring hill; although plume impaction is predicted by ADMS, the increases in concentration are much less marked as the airflow model in ADMS predicts some lateral deviation of the streamlines around the hill.