Alewives were unknown in Lake Michigan before 1949, but became extremely abundant in the 1960s and soon exceeded the carrying capacity of the lake. In 1967 they were decimated by a lakewide mass mortality, and have since been less abundant as 'adults' (a?Y 120 mm long), although numerous young were produced in 1969-70 and the adult population appeared to be gradually increasing. Alewives were studied intensively during 1962-70 on the basis of collections made primarily with bottom trawls. Principal considerations in the population study include effects of seasonal changes in distribution on length composition of young and adults, sex and maturity in relation to size and age at recruitment into adult stocks, and changes in age, growth, condition, and population structure that accompanied the drastic changes in abundance. A substantial increase in the age of adults in the bottom stocks and on the spawning grounds was among the important population changes after the 1967 die-off. Growth of older adults also increased appreciably immediately after the die-off, and a sharp increase in average weight (16-26%) over a standard range of lengths was maintained in 1968-70. Selective depletion of zooplankton by alewives was evidence that overabundance decreased the food supply, depressed growth, and caused the poor condition that made alewives vulnerable to excessive mortality in 1967. Although poor condition in fall undoubtedly increased winter and spring mortality in the mid-1960s, alewives apparently were stressed by below-average temperature in the winter of 1969-70, and experiences a light die-off through May 1970 despite their good condition and relatively low population density the preceding fall. The population upsurge that preceded the 1967 die-off was reflected by a fivefold increase of adults in the fall index catch (in trawls) from 1962 to 1965 and 1966. The index catch then dropped 70% in fall 1967. Mortality among the 1960-64 year-classes, as represented by annual losses from age III to age IV in the index catch during 1964-68, ranged from 40% in 1965 to 89% in 1967, and averaged 68%. Assessment of mortality from the index catches was difficult because the age of alewives at full recruitment into bottom stocks increased from III in the mid-1960s to IV or older in 1968-70, when alewives remained longer at midlevels, possibly because of a delay in sexual maturity. Annual mortality after the fifth year of life, on the basis of average percentage age composition of the trawl catches in 1964-70, was tentatively estimated at 79-80%. The number of alewives recruited to the adult population from the 1962-67 year-classes over several ages in the fall index catch was inversely related to the abundance of their parents in the fall immediately preceding the year in which each year-class was spawned. Annual commercial production in the 1960s (peak in 1967, 42 million lb) may not have exceeded 7.7-18.6% of the bottom stocks, on the basis of the estimated weights of alewives available to trawls in the spring of 1964 and 1969. Yield per recruitment to the commercial fishery was low because of slow growth and high natural mortality.