Water quality in the Shark River estuary was strongly influenced by seasonal patterns of rainfall, water level and temperature. During the rainy season (summer and early fall) the salinity in the 20-mile long estuary ranged from that of fresh water to half that of sea water while concentrations of dissolved oxygen were low, 2-5 milligrams per liter (mg/l) presumably because, among other factors, microbial activity and respiration were accelerated by high temperatures (30-33 degrees C). During the dry season (late fall through spring) the salinity ranged from 18 grams per liter (g/l) in the headwaters to 36 g/l at the Gulf during a dry year such as 1967 and from 1 to 25 g/l during a wet year such as 1969. Concentrations of dissolved oxygen increased from 2-3 mg/l in the summer of 1967 to 4-7 mg/l in the winter of 1968, and temperature decreased from an average of about 30 degrees C in summer to 20 degrees C in winter. Water level declined 5 to 10 decimeters in the headwaters during the dry season, and salinity and tidal action increased. Large amounts of submerged vegetation died in some headwater creeks at the end of the dry season, presumably killed by salinities above 3 g/l. The decaying organic matter and the decrease in photosynthesis resulted in low dissolved oxygen (1-2 mg/l). Fish died at this time probably as a result of the low dissolved oxygen. Trace elements, heavy metals and insecticides occurred in the waters of the estuary in concentrations below those indicated as harmful for aquatic life by current standards established by the Federal Water Pollution Control Administration (1968). The insecticides detected were concentrated in sediment and in various organisms. The patterns of distribution of planktonic and small nektonic animals in the estuary were related to salinity. Copepods (Arcatia tonsa, Labidocera aestiva, Pseudodiaptomus coronatus), cumaceans (Cyclaspis sp.), chaetognaths (Sagitta hispida), bay anchovies (Anchoa mitchilli), and scaled sardines (Harengula pensacolae) were the dominant animals collected in the higher salinities (10-25 g/l) near the mouth of the estuary. Amphipods (Corophium sp. and Grandidierella sp.), mysids (Mysidopsis almyra and Gastrosaccus dissimilis), crab larvae, and the young anchovies, sardines, and related fish were the dominant forms in the brackish water (1-10 g/l) of the mid-estuary. The presence of large numbers of juvenile and young animals and young animals indicated the importance of these brackish waters as nursery grounds. Aquatic insects, cyclopoid copepods (Macrocyclops sp.), cladocerans, mysids (Taphromysis bowmani), ostracods (Cypridopsis sp. ), fresh-water prawns (Palaemonetes paludosus), and various marshfish were dominant in the ?fresh? headwaters. The amount of plant detritus collected in the estuary averaged about ten times that of the zooplankton. The estimated mean wet-weight of the zooplankton was 65 milligrams per cubic meter (mg/m?) and ranged from 1 to 173 mg/m?, with the smallest amounts occurring in the ?fresh? headwaters. Nekton, consisting of small fish and prawns, ranged from 3 to 214 mg/m? in weight and had a mean of 30 mg/m?. Largest catches were made in the headwaters at the end of the dry season, where the weight of the standing crop increased more than 15 times during the sampling period. The small fish and prawns, which were concentrated in the headwaters at the water level dropped, served as a rich source of food for predatory marine fish and birds.