Throughout the world, coastal salt ponds provide habitat for large numbers and diversities of water- birds. San Francisco Bay contains the most important coastal salt pond complexes for waterbirds in the United States, supporting more than a million waterbirds through the year. As an initial step in attempting to understand how the anticipated conversion of salt ponds to tidal marsh might affect the Bay's bird populations, the number of birds using salt ponds on high and low tides was counted during the winter months of 1999/00 and 2000/01. Be- havior and habitat use of birds in these ponds were assessed, and the effects of tide cycle, pond salinity, and pond area on bird use were examined. We recorded 75 species ofwaterbirds in surveys of salt ponds in the South Bay from September 1999 to February 2001, totaling over a million bird use days on high tide. Shorebirds and dabbling ducks were the most abundant groups of birds using the salt ponds. Waterbird numbers and diversity were significantly affected by the salinity of ponds in a non-linear fashion with lower numbers and diversity on the highest salinity ponds. With the exception of ducks and Eared Grebe (Podiceps nigricollis), tide height at the Bay significantly affect- ed bird numbers in the salt ponds with ponds at high tides having higher numbers of birds than the same ponds on low tides. Considerable numbers of birds fed in the salt ponds on high and low tides, although this varied greatly by species. Habitat use varied by tide. Management recommendations include maintaining ponds of varying salini- ties and depths. Restoring salt ponds to tidal marsh should proceed with caution to avoid loss of waterbird diversity and numbers in San Francisco Bay.