We collected, examined, and analyzed 1378 fish of 22 species from 47 sites in the Mississippi River basin (MRB) during 1995 and from a reference site in 1996. The sampling sites in the MRB represented National Contaminant Biomonitoring Program (NCBP) stations situated at key points on major rivers and National Water- Quality Assessment Program (NAWQA) stations located on lower-order rivers and streams in the Eastern Iowa Basins (EIB) and Mississippi Embayment (MSE) Study Units. The reference site was the water supply system of the USGS-Leetown Science Center in rural Jefferson County, WV. Common carp (Cyprinus carpio; carp) and black basses (Micropterus spp.; bass), the targeted species, together represented 82% of the fish collected. Each fish was examined in the field for externally and internally visible gross lesions, selected organs were weighed to compute various ponderal and organo-somatic indices, and selected tissues and fluids were obtained and preserved for analysis of biomarkers. Fish health indicators included splenic macrophage aggregates, lysozyme activity, and hispathological analysis of liver, kidney, and other tissues. Reproductive biomarkers included analysis of plasma concentrations of vitellogenin (vtg) and the sex steroid hormones 17-estradiol (E2) and 11-ketotestosterone (11- kt); and the histological determination of percent oocyte atresia (in female fish) and gonadal stage. Hepatic ethoxyresorufin O-deethylase (EROD) activity was also measured. Composite samples of whole fish from each station were grouped by species and gender and analyzed for persistent organochlorine and elemental contaminants and for dioxin-like activity (TCDD-EQ) using the H4IIE rat hepatoma cell bioassay. Organochlorine and inorganic contaminant concentrations in fish were generally low relative to historical levels at most sites, but remained present at concentrations representing threats to piscivorous wildlife in some locations. Toxaphene and DDT (mostly as p,p?-DDE) concentrations remained elevated in fish from the cottongrowing regions of the lower Mississippi valley, and were generally greater in the smaller streams draining agricultural areas (that is, in the MSE Study Unit) than at large river sites. Cyclodiene pesticide concentrations were also greatest in the EIB Study Unit and elsewhere in the corn-growing regions of the mid-MRB. Former point-sources of organochlorine pesticides also remained evident, especially in the Mississippi River near Memphis, TN. Consistent with previous findings, total PCB concentrations tended to be greatest (1-3 g/g) in the industrialized and urbanized Ohio River and Upper Mississippi sub-basins and at Memphis, TN, and were generally correlated with TCDD-EQ and EROD activity. Conversely, PCB concentrations were low (<0.1 g/g) in the more agricultural parts of the MRB. Concentrations of inorganic contaminants were also relatively low and stable or declining relative to past levels at most sites. Exceptions were Hg and Se; Hg concentrations were slightly elevated (>0.3 g/g) in bass from the Mississippi River at Memphis and several other sites and in carp from one MSE site. Concentrations of Se were also great enough to constitute a hazard to piscivorous wildlife (>0.6 g/g) at several MRB sites in the western parts of the MRB and were especially high (4-5 g/g) in fish from John Martin Reservoir, CO, where elevated concentrations were reported previously. Biomarker results indicated that fish from many stations had been exposed to contaminants, but at no sites did findings indicate exposure to high concentrations of toxic chemicals. Noteworthy among biomarker findings was that 73% of the male smallmouth bass (Micropterus dolomieui) from the Mississippi River at Lake City, MN (Lake Pepin) were intersex as indicated by the histological detection of ovotestes; and the combined EROD and H4IIE results indicated that fish from several rural sites in the