Fish populations were studied in the Central Arizona Project's canal system during the first 4 years of aqueduct operation (1986-1989). Ichthyoplankton entering the canal from Lake Havasu averaged 1 larva/m3 during April-June 1987 and 1988. Larval fish densities increased significantly in downstream samples, substantiating diver observations that fish were spawning in the canal system. Of the 16 fish species collected, 14 were assumed to have originated from Lake Havasu and 2 were introduced by anglers from their bait buckets. Initially, the fish community was dominated numerically by threadfin shad Dorosoma petenense (>88%), centrarchids (< 10%), cyprinids (<2%), and striped bass Morone saxatilis (<1%). However, as annual water diversions increased from 13 x 108 m3 in 1986 to 9.4 x 108 m3 in 1989, community composition shifted from clupeids to centrarchids (70%). Fish densities dropped from an estimated 1,260 fish/ha in 1986 to 17 fish/ha in 1989, and biomass dropped from 116 to 73 kg/ha. Declines were attributed to higher operational velocities, associated scour, deprivation, and predation. Although initial populations adjusted downward to planned operational conditions, the fish community continued to represent a potentially valuable, but as yet unused, resource.