An extensive suite of physical oceanographic, remotely sensed, and water quality measurements, collected from 2001 through 2004 in two ice-marginal lakes at Bering Glacier, Alaska-Berg Lake and Vitus Lake-show that each has a unique circulation controlled by their specific physical forcing within the glacial system. Conductivity profiles from Berg Lake, perched 135 m a.s.l., show no salt in the lake, but the temperature profiles indicate an apparently unstable situation, the 4??C density maximum is located at 10 m depth, not at the bottom of the lake (90 m depth). Subglacial discharge from the Steller Glacier into the bottom of the lake must inject a suspended sediment load sufficient to marginally stabilize the water column throughout the lake. In Vitus Lake, terminus positions derived from satellite imagery show that the glacier terminus rapidly retreated from 1995 to the present resulting in a substantial expansion of the volume of Vitus Lake. Conductivity and temperature profiles from the tidally influenced Vitus Lake show a complex four-layer system with diluted (???50%) seawater in the bottom of the lake. This lake has a complex vertical structure that is the result of convection generated by ice melting in salt water, stratification within the lake, and freshwater entering the lake from beneath the glacier and surface runoff. Four consecutive years, from 2001 to 2004, of these observations in Vitus Lake show little change in the deep temperature and salinity conditions, indicating limited deep water renewal. The combination of the lake level measurements with discharge measurements, through a tidal cycle, by an acoustic Doppler Current Profiler (ADCP) deployed in the Seal River, which drains the entire Bering system, showed a strong tidal influence but no seawater entry into Vitus Lake. The ADCP measurements combined with lake level measurements established a relationship between lake level and discharge, which when integrated over a tidal cycle, gives a tidally averaged discharge ranging from 1310 to 1510 m3 s-1. ?? 2006 Regents of the University of Colorado.