Associations of free-living bacteria (FLB) and dissolved organic contaminants in a 4-km-long plume of sewage-contaminated groundwater were investigated. Abundance of FLB in the core of the plume (as delineated by maximum specific conductance) steadily decreased in the direction of flow from a point 0.25 km downgradient from the source to the toe of the plume. At 0.25 km downgradient, FLB comprised up to 31% of the total bacterial population, but constituted < 7% of the population at 2 km downgradient. Abundance of FLB correlated strongly (r = 0.80 n = 23) with total dissolved organic carbon (DOC) in contaminated groundwater between 0.64 and 2.1 km downgradient, although distributions of individual contaminants such as di-, tri- and tetrachloroethene were highly variable, and their association with FLB less clear. Numbers of FLB in the downgradient portion of the plume which is contaminated with branched-chain alkylbenzenesulfonate (ABS) surfactants were low (< 5??108/L) in spite of relatively high levels of DOC (up to 4 mg/L). However, abundance of FLB correlated strongly with non-surfactant DOC along vertical transects through the plume. The ratio of FLB to DOC and the ratio of FLB to attached bacteria generally decreased in the direction of flow and, consequently, with the age of the organic contaminants.