Following translocations to the outer coast of Southeast Alaska in 1965, sea otters have been expanding their range and increasing in abundance. We began conducting surveys for sea otters in Cross Sound, Icy Strait, and Glacier Bay, Alaska in 1994, following initial reports (in 1993) of their presence in Glacier Bay. Since 1995, the number of sea otters in Glacier Bay proper has increased from around 5 to more than 1500. Between 1993 and 1997 sea otters were apparently only occasional visitors to Glacier Bay, but in 1998 long-term residence was established as indicated by the presence of adult females and their dependent pups. Sea otter distribution is limited to the Lower Bay, south of Sandy Cove, and is not continuous within that area. Concentrations occur in the vicinity of Sita Reef and Boulder Island and between Pt. Carolus and Rush Pt. on the west side of the Bay (Figure 1). We describe the diet of sea otters during 2001 in Glacier Bay based on visual observations of prey during 456 successful forage dives. In Glacier Bay, diet consisted of 62% clam, 15% mussel, 9% crab, 7% unidentified, 4& urchins, and 4% other. Most prey recovered by sea otters are commercially, socially, or ecologically important species. Species of clam include Saxidomus gigantea, Protothaca staminea, and Mya truncata. Urchins are primarily Strongylocentrotus droebachiensis and the mussel is Modiolus modiolus. Crabs include species of three genera: Cancer, Chinoecetes, and Telmessus. Although we characterize diet at broad geographic scales, we found diet to vary between sites separated by as little as several hundred meters. Dietary variation among and within sites can reflect differences in prey availability and individual specialization. We estimated species composition, density, biomass, and sizes of subtidal clams, urchins, and mussels at 9 sites in lower Glacier Bay. All sites were selected based on the presence of abundant clam siphons. Sites were not selected to allow inference to any area larger than the sampling area (approx 400 m^2). Sites were selected to achieve a broad geographic sample of dense subtidal clam beds within Glacier Bay prior to occupation and foraging by sea otters. There was no direct evidence of otter foraging at any of our clam sampling sites. We sampled 11,568 bivalves representing 14 speces of clam and 2 species of mussel. We sampled 4,981 urchins, all Strongylocentrotus droeobachiensis. Only four species of clam (littleneck clams, Protothaca staminea; butter clams, Saxidomus gigantea; soft-shell claims, Mya truncata; and Macoma sp.) accounted for 91.6% of all clams sampled. Mean total clam density (#/0.25 m^2) across the 9 sites was 62.3. Densities (and se ) of P. staminea averaged 22.6 (1.6) and ranged from 0 to 97. Densities of S. gigantea averaged 14.4 (1.0) and ranged from 0 to 63. Densities of Macoma sp. averaged 14.5 (1.2) and ranged from 0 to 78. Densities of S. droebachiensis averaged 27.3 (1.7) and ranged from 0 to 109. Mean S. droebachiensis sizes ranged from 16 to 30 mm by site. Mean P. staminea sizes ranged from 30 to 53 mm, mean S. gigantea sizes ranged from 51 to 85 mm, and mean Macoma sp. sizes ranged from 14 to 19 mm. Although not the most abundant clam, S. gigantea contributed the greatest proportion to total clam biomass (63%), followed by P. staminea (24%). Sea otters are now well established in limited areas of the lower portions of Glacier Bay. It is likely that distribution and numbers of sea otters will continue to increase in Glacier Bay in the near future. Glacier Bay supports large and diverse populations of clams that are largely unexploited by sea otters presently. It is predictable that the density and sizes of clam populations will decline in response to otter predation. This will result in fewer opportunities for human harvest, but will also trigger ecosystem level changes, as prey for other predators, such as octopus, sea stars, fishes, birds and mammals are modified. Sea ott