Nearshore and shelf fish communities were studied in three areas of lower Cook Inlet, Alaska: the Barren Islands (oceanic and well-mixed waters), Kachemak Bay (mixed oceanic waters with significant freshwater runoff), and Chisik Island (estuarine waters). Fish were sampled with beach seines (n=413 sets) and midwater trawls (n=39 sets). We found that lower Cook Inlet supported a diverse nearshore fish community of at least 52 species. Fifty of these species were caught in Kachemak Bay, 24 at Chisik Island, and 12 at the Barren Islands. Pacific sand lance dominated Barren Islands and Kachemak Bay nearshore habitats, comprising 99% and 71% of total individuals, respectively. The nearshore Chisik Island fish community was not dominated by any one species; instead it exhibited higher diversity. These spatial differences appeared linked to local oceanographic regimes and sediment influx. Analysis of historical data revealed that the nearshore Kachemak Bay fish community changed significantly between 1976 and 1996, showing increased diversity and abundance in several taxa, notably gadids, salmonids, pleuronectids, and sculpins. Decadal differences appeared to be related to large-scale climate changes in the North Pacific. Catches of most taxa peaked in May-August, and were low during other months of the year. Several species were present for only part of the summer. Species composition of seine catches differed significantly between consecutive high and low tides, but not between consecutive sets or years. Midwater trawls took 26 species, 14 of which were present in Kachemak Bay, 19 near Chisik Island, and 7 at the Barren Islands. Community structures in shelf and nearshore waters were similar: diversity was high and abundance low at Chisik Island, whereas a few abundant species dominated at both Kachemak Bay and the Barren Islands. In addition, the low fish abundance near Chisik Island appeared to be related to declining seabird numbers at this colony.