The main objective of this work is to examine in detail basic unsteady pipe flows and to investigate any new physical phenomena. We take the viscoelastic upper-convected Maxwell fluid as our non-Newtonian model and consider the flow of such a fluid in pipes of uniform circular cross-section in the following three cases: 1.(a) when the pressure gradient varies exponentially with time;2.(b) when the pressure gradient is pulsating;3.(c) a starting flow under a constant pressure gradient.In the first problem we looked separately at the pressure gradient rising exponentially with time and falling exponentially with time, i.e. the pressure gradient is proportional to e±α2τ. The behaviour of the flow field depends to a large extent on β where β2 = α2(1 ± Hα2) with H being the quotient of the Weissenberg and Reynolds numbers. In both cases for small |βη|, η being the radial distance from the axis, the velocity profiles are seen to be parabolic. However, for large |βη| the flows are vastly different. In the case of increasing pressure gradient the flow depicts boundary-layer characteristics while for decreasing pressure gradient the velocity depends on the wall distance.The case of a pulsating pressure gradient is investigated in the second problem. Here the pressure gradient is proportional to cos nτ. Again the flow depends to a large extent on a parameter β (β2 = in − n2H). For small values of |βη| the velocity profile is parabolic. However, it is found that, unlike Newtonian fluids, the velocity distribution for the upper-convected Maxwell fluid is not in phase with the exciting pressure distribution. In the case of large |βη| the solution displays a boundary-layer characteristic and the phase of the motion far from the wall is shifted by half a period.The final problem examines a flow that is initially at rest and then set in motion by a constant pressure gradient. A closed form solution has been obtained with the aid of a Fourier-Bessel series. The variation of the velocity across the pipe has been sketched and comparison made with the classical solution.