The properties of infinitesimal disturbances to Poiseuille flow in a circular pipe have been found for a wide range of wavenumbers through recent numerical work (Salwen & Grosch 1972; Garg & Rouleau 1972). These studies did not, however, find the least-damped disturbances. In this paper, the properties of disturbances are found in a limiting case. These disturbances are thought to have decay rates which are equal to or very close to the smallest value possible for any given large value of the Reynolds number R. For disturbances which decay in time, the limiting disturbances can be found analytically. They have the property that the axial wavenumber α tends to zero as R → ∞. The smallest decay rate -βi is given by \[ -\beta_iR = j^2_{1,1}\approx 14.7, \] where j1,1 is the first zero of the Bessel function J1. Two modes have this decay rate. One is axisymmetric with motion only in the azimuthal direction, and the other has azimuthal wavenumber n = 1. For disturbances which decay in space, the limiting solutions can be found by numerically evaluating power series. They have the property that the frequency β tends to zero as R tends to infinity. The smallest decay rate αi for these disturbances is given by αiR ≈ 21·4, corresponding to an axisymmetric mode with motion only in the azimuthal direction. A mode with azimuthal wavenumber n = 1 has a slightly larger decay rate given by αiR ≈ 28·7.