Melilotus alba and M. officinalis were introduced to Alaska in 1913 as potential forage crops. These species have become naturalized and are now invading large, exotic plant-free regions of Alaska. We determined distributions of M. alba and M. officinalis in Alaska from surveys conducted each summer from 2002 to 2005. Melilotus alba and M. officinalis occurred at 721 and 205 sites, respectively (39,756 total sites surveyed). The northward limit for M. alba and M. officinalis was 67.15??N and 64.87??N, respectively. Both species were strictly associated with soil disturbance. Melilotus alba extended no farther than 15 m from road edges except where M. alba on roadsides met river floodplains and dispersed downriver (Matanuska and Nenana Rivers). Melilotus has now reached the Tanana River, a tributary of the Yukon River. Populations on floodplains were most extensive on braided sections. On the Nenana River, soil characteristics did not differ between where M. alba was growing versus similar areas where it had not yet reached. The pH of river soils (7.9-8.3) was higher than highway soils (7.3). Upland taiga plant communities grow on acid soils which may protect them from invasion by Melilotus, which prefer alkaline soils; however, early succession communities on river floodplains are susceptible because soils are alkaline. ?? 2008 Regents of the University of Colorado.