Benthic invertebrate samples were collected from 23 pools in the Upper Mississippi River (UMR) and from one station in the Saint Croix River (SCR) as part of a study to assess the effects of the extensive flooding of 1993 on sediment contamination in the UMR system. Sediment contaminants of concern included both organic and inorganic compounds. Oligochaetes and chironomids constituted over 80% of the total abundance in samples from 14 of 23 pools in the UMR and SCR samples. Fingernail clams comprised a large portion of the community in three of 23 UMR pools and exceeded abundances of 1,000/m2 in five of 23 pools. Total abundance ranged from 250/m2 in samples from pool 1 to 22,389/m2 in samples from pool 19. Abundance values are comparable with levels previously reported in the literature for the UMR. Overall frequency of chironomid mouthpart deformities was 3% (range 0-13%), which is comparable to reported incidence of deformities in uncontaminated sediments previously evaluated. Sediment contamination was generally low in the UMR pools and the SCR site. Correlations between benthic measures and sediment chemistry and other abiotic parameters exhibited few significant or strong correlations. The sediment quality triad (Triad) approach was used to evaluate data from laboratory toxicity tests, sediment chemistry, and benthic community analyses; it showed that 88% of the samples were not scored as impacted based on sediment toxicity, chemistry, and benthic measures. Benthic invertebrate distributions and community structure within the UMR in the samples evaluated in the present study were most likely controlled by factors independent of contaminant concentrations in the sediments.