The Virgin kneels before the Christ Child; on the left kneels a bearded shepherd; on the right kneels an older, bearded man, apparently Joseph, who holds a praying baby, presumably St John the Baptist. Behind them are two groups of shepherds with livestock. In the cloud above four flying cherubs play with a scroll.

The picture is in the style of the South Netherlandish painters of the mid sixteenth century such as Frans Floris (c. 1518-70) who worked in a particularly Italianate manner. It has been attributed to ‘Sotte Cleve’ or Cornelis van Cleve the son of the painter Joos van Cleve (RCIN 405780), but this is not certain. Similar works by Cornelis van Cleve include an Adoration of the Shepherds in Christ Church Picture Gallery, Oxford. If the attribution to Cornelis is maintained then this painting may be dated to his short working period, c.1541-55. As the style seems more Italianate and the technique freer than in other pictures attributed to him, this panel is probably a late work of c.1555.