A non-parametric statistical method for unsupervised learning of visual taxonomies is presented. The method automatically organizes a collection of images into a tree-shaped hierarchy. Each image is associated with a path through this hierarchy. Similar images share initial segments of their paths and therefore have a smaller distance from each other in the tree. Each internal node in the hierarchy represents information that is common to images whose paths pass through that node, thus providing a more compact image representation. Our experiments show that a disorgainzed collection of images will be organized into an intuitive taxonomy. Furthermore, we find that the taxonomy allows good image classification and, in this respect, is superior to the popular LDA model.