North Dakota has the least extensive total area of forested habitats of any of the 50 United States. Although occurring in limited area, forest communities add considerably to the total ecological diversity of the State. The forests of the Pembina Hills region in northeastern North Dakota are one of only three areas large enough to be considered of commercial value. During 1981 we studied the avifauna of the upper valley of the Pembina River in the Pembina Hills. Field work extended from 20 April to 23 July; breeding bird censuses were conducted 7 June to 2 July. Of the 120 bird species recorded during the study period, 79 species were recorded during the breeding season. The total breeding population was estimated at nearly 76,000 breeding pairs. The wood warblers (Parulidae) were the most numerous family, accounting for about 28,000 breeding pairs. The yellow warbler (Dendroica petechia) was the most abundant breeding species, making up 19.4% of the population. American redstart (Setophaga ruticilla) was second in abundance, accounting for 10.5% of the breeding population. Largest breeding densities occurred in the willow (Salix sp.) shrub community. Although supporting the lowest mean breeding density, quaking aspen (Populus tremuloides) forests supported the highest species diversity. First State breeding records were recorded for alder flycatcher (Empidonax alnorum) and golden-winged warbler (Vermivora chrysoptera). Records were obtained for 12 species considered rare or unusual in North Dakota during the breeding season. The status of all species known to have occurred in the study area is described in an annotated species list.