Earthen levees of three isolated salt ponds known locally as the Alviso Island Ponds were intentionally breached in March 2006 to allow tidal exchange of the ponds with water from Coyote Creek. The water exchange transformed the previously fishless hypersaline ponds into lower salinity habitats suitable for fish life. This study documented fish utilization of the ponds, adjacent reaches of Coyote Creek, and an upstream reach in nearby Artesian Slough during May-July 2006. By the time the study was initiated, water quality conditions in the ponds were similar to conditions in adjacent reaches of Coyote Creek. The only variable exhibiting a strong gradient within the study area was salinity, which increased progressively from upstream to downstream in Coyote Creek. A total of 4,034 fish represented by 18 species from 14 families was caught during the study. Judging from cluster analysis of presence-absence data that excluded rare fish species, the 10 sampling units (3 ponds, 6 reaches in Coyote Creek, and 1 reach in Artesian Slough) formed two clusters or groups, suggesting two species assemblages. The existence of two groups was also suggested by ordination with non-metric multidimensional scaling (NMS). One group, which was composed of the three ponds and four of the lowermost reaches of Coyote Creek, was characterized by mostly estuarine or marine species (e.g., topsmelt, Atherinops affinis; northern anchovy, Engraulis mordax; and longjaw mudsucker, Gillichthys mirabilis). The second group, which was composed of the two uppermost reaches of Coyote Creek and the one reach of Artesian Slough, was characterized by freshwater species (e.g., Sacramento sucker, Catostomus occidentalis) and by an absence of the estuarine/marine species noted in the first assemblage. Judging from a joint plot of selected water quality variables overlaying the ordination results, salinity was the only important variable associated with spatial distribution of fish species. Water temperature, dissolved oxygen, and pH had little influence on fish distribution during this study.