/ In southern Bahia, Brazil, the traditional cocoa agroecosystem with a dense shade canopy of native trees is now recognized as a secondary conservation route for highly endangered Atlantic Rainforest species. This "chocolate forest" of the densely shaded farms persists despite a massive 20-year Brazilian government modernization program in which shade was seen as a chief impediment to raising cocoa production. The objective of this study was to determine how this traditional agroecosystem endured. Although dense shade limits cocoa yield, it provides several agroecological benefits: control of insect pests and weeds, microclimate stability, and soil fertility maintenance. A keycomponent of modernization efforts was a shade-tree removal program designed to maximize cocoa production by using low shade and fertilizer while substituting agrochemicals for many beneficial roles of the overhead trees. This research found that many farmers rejected, or only partially accepted, the shade reduction process although it promised much higher cocoa yield and profit. Farmers employing a wide range of shading were interviewed, and it was found that decisions to remove or maintain the shade trees were linked to both agroecological and risk-minimization factors. Farmers' perceptions of the agroecological functions of the shade trees and individual willingness to entertain the economic risk associated with substituting agrochemicals for these were important. A less-profitable, but lower-risk approach of occasional fertilizer and agrochemical use with the traditional shade intact was a rational and widespread choice. Policies designed to maintain the traditional agroecosystem through the current economic crisis should heed the multiple functions of the overhead trees. KEY WORDS: Conservation; Brazil; Atlantic Rainforest; Cocoa; Agroecology; Risk; Agroforestry