Among the consequences of extremely low river flow into northern San Francisco Bay during a two-year drought were (1) a gradual increase in salinity, (2) an unusual decline in chlorophyll a concentration, and (3) the upstream migration of estuarine benthic invertebrates to the normally brackish area of the bay. Total abundance in the benthos at a shallow monitoring site increased from a normal 2000 to greater than 20 000 individuals m⁻² during the summer of 1977, presumably in response to the increased salinity. Estimated filtration rates derived from equations in the literature for one of the species, the suspended-feeding bivalve Mya arenaria ranged from 1 to 4 m³ m⁻² day⁻¹ during 1977 depending on abundance and mean size on sampling dates. Because water depth at this site is less than 2 m, Mya could have filtered all of the particles (including diatoms) from the water column on the order of once per day. Several other immigrant species undoubtedly contributed to the removal of particles from the near-bottom water as well. Increased benthic grazing, therefore, could have accounted for the anomalously low phytoplankton biomass observed during the drought. These results suggest that during periods of prolonged low river flow and increased salinity benthic food webs could become more important than planktonic food webs in the upper part of the estuary.