Water elevation in the Upper Mississippi River (UMR) is highly regulated by an extensive system of locks and dams. Completion of this system in the 1930s created productive, biologically diverse backwater habitats. The status of plant communities in these backwater areas may now be threatened by several factors, including sediment accumulation, recreational use, and navigation traffic. Aerial photography, taken in 1975 and from 1991 to 1995, was used to describe vegetation changes occurring in four UMR backwater areas of Navigation Pool 8. The objectives were to determine (1) if changes occurring in these areas are consistent with hydrarch succession, (2) if the diversity of their plant communities has declined since 1975, and (3) how a large flood event that occurred in 1993 affected the composition and diversity of plant communities in these areas. Three general cover classes were recognized, representing an aquatic to terrestrial gradient. Coverages of specific vegetation types were estimated and evaluated using two indices of community diversity (vegetation richness and the Shannon diversity index). Though some vegetation changes were consistent with expected successional patterns (e.g. increased terrestrialization), other changes were not (e.g. loss of marsh vegetation). Diversity indices and coverages of most aquatic macrophytes declined from 1975 to 1991/1992 but then increased following the 1993 flood. The results suggest that disturbance–diversity concepts, including the flood pulse model, are applicable to the vegetation dynamics of these systems.