Diet is an important exposure route for the uptake of trace metals by aquatic invertebrates, with trace metal trophic transfer depending on 2 stages - assimilation and subsequent accumulation by the predator. This study investigated the trophic transfer of trace metals from the sediment-dwelling polychaete worm Nereis diversicolor from metal-rich estuarine sediments in southwestern UK to 2 predators - another polychaete N. virens (Cu, Zn, Pb, Cd, Fe) and the decapod crustacean Palaemonetes varians (Cu, Zn, Pb, Cd, Fe, Ag, As, Mn). N. virens showed net accumulation of Cu, Zn, Pb and Cd from the prey; accumulation increased with increasing prey concentration, but a coefficient of trophic transfer decreased with increasing prey concentration, probably because a higher proportion of accumulated metal in the prey is bound in less trophically available (insoluble) detoxified forms. The trace metal accumulation patterns of P. varians apparently restricted significant net accumulation of metals from the diet of N. diversicolor to just Cd. There was significant mortality of the decapods fed on the diets of metal-rich worms. Metal-rich invertebrates that have accumulated metals from the rich historical store in the sediments of particular SW England estuaries can potentially pass these metals along food chains, with accumulation and total food chain transfer depending on the metal assimilation efficiencies and accumulation patterns of the animal at each trophic level. This trophic transfer may be significant enough to have ecotoxicological effects. ?? Inter-Research 2006.