Seasonal shorebird use of intertidal habitats of Cook Inlet, Alaska, was studied from February 1997 to February 1999 using aerial surveys as the principal method of assessment. On-ground studies were conducted to validate aerial survey results and to assess shorebird use of vegetated habitats, especially during the breeding season. Twenty-eight species of shorebirds were recorded using the area, ranging from all being present during spring to a single species present during winter. The annual pattern of use was characterized by the sudden occurrence and rapid increase in numbers of birds during early May and their abrupt departure in mid- to late-May. During this period, survey totals frequently exceeded 150,000 birds per day. Comparatively little use occurred during summer and autumn, but use was significant from late autumn to early spring when Rock Sandpipers (Calidris ptilocnemis) resided in the Inlet. A single species, the Western Sandpiper (C. maun), was by far the numerically dominant shorebird, accounting for three-fourths of all birds recorded. The Pacific flyway population of this species numbers 2-3 million birds of which we estimated 20-47% used Cook Inlet embayments, especially southern Redoubt Bay. Cook .Inlet also supported between 11 and 21% of the Pacific flyway population of Dunlin (C. alpina pacifica) and what may be the entire population (ca. 20,000 birds) of the nominate race of the Rock Sandpiper (C. p. ptilocnemis). Several areas along the west side of Cook Inlet proved to be extremely important to shorebirds. Southern Redoubt Bay supported 73% of all shorebirds during spring (average 32,000 per day) while Susitna Flats accounted for 82% of use during winter (8,400 per day). International criteria used to assess the conservation importance of particular wetland sites to shorebirds not only place Cook Inlet at the highest level of recognition but afford similar recognition to several individual embayments therein. The large human population and the extent of oil and natural gas production facilities occurring in the Cook Inlet region potentially pose serious risks to shorebirds and intertidal habitats.