Three transects in Kachemak Bay, Alaska, were sampled in September 1994, May and August 1995, and February, May, and August 1996. Juvenile flathead sole, Hippoglossoides elassodon, and rock sole, Pleuronectes bilineatus, were the most abundant flatfishes, comprising 65-85% of all fiatfishes captured at any period. Collections of fish and sediments were made at regular depth contour intervals of l0 m. Habitat distribution was described by depth at 10 m increments and sediment percent weights of gravel, sand, and mud. Year-round habitat of flathead sole age-0 was primarily from 40 to 60 m, and age-1 habitat was primarily from 40 to 80 m. Summer habitat of rock sole age-0 and -1 was from 10 to 30 m, and in winter they moved offshore to depths of up to 150 m. Both age classes of flathead sole were most abundant on mixed mud sediments, while age-1 were also in high abundance on muddy sand sediments. Rock sole age-0 and -1 were most abundant on sand, though age-1 were also found on a variety of sediments both finer and coarser grained than sand. Flathead sole and rock sole had distinctive depth and sediment habitats. When habitat overlap occurred between the species, it was most often due to rock sole moving offshore in the winter. Abundances were not significantly different among seasons for age-1 flatfishes.