We used aerial surveys to study abundance and distribution of waterfowl (ducks, geese, swans, and coots) during spring in southern Oregon and northeastern California (SONEC). Total waterfowl-use days in SONEC during the 119-day, 5 January-3 May, spring period was similar during 2002 (127,977,700) and 2003 (128,076,200) and averaged 1,075,900 birds per day (bpd); these estimates should be adjusted upward 4%-10% to account for areas not surveyed. Waterfowl abundance peaked in mid-March in both years: 2,095,700 in 2002 and 1,681,700 in 2003. Northern Pintail (Anas acuta) was the most abundant species in both years, accounting for 25.6% of the 2002 and 24.5% of the 2003 waterfowl-use days. Pintail abundance peaked during the 13 March survey at 689,300 in 2002 and 532,100 in 2003. All other dabbling ducks accounted for 27.6% and 28.6%, diving ducks for 13.5% and 9.2%, geese for 24.6% and 29.3%, swans for 2.8% and 1.0%, and coots for 5.8% and 6.4% of the spring waterfowl-use days in SONEC during 2002 and 2003, respectively. Although use days changed little for total waterfowl (+0.08%) and dabbling ducks (-0.1%), diving duck use was lower (-32%), and goose use days were greater (+19%) in 2003 than in 2002. Distribution was similar in both years, with the most waterfowl use in the Lower (66%) and Upper (14%) Klamath subregions; 2%-6% occurred in each of the other subregions. Although the Lower Klamath subregion received the greatest overall waterfowl use, distribution among subregions varied among species and surveys, and all subregions were important during some part of the spring for 1 or more species. Peak spring abundance in SONEC during 2002 and 2003 averaged 50.3% of the midwinter abundance in California (all survey regions) and southern Oregon (69-3 survey region) for all waterfowl, 46.1% for dabbling ducks, 62.4% for diving ducks, 68.8% for geese, 109.4% for swans, and 43.8% for coots. Each spring, 75% of all waterfowl use in SONEC occurred on federal, state, or Nature Conservancy lands (i.e., protected areas). On protected areas there was a higher percentage of dabbling ducks (80.5%), geese (70.5%), and coots (81.5%) than diving ducks (60.4%) and swans (49%). Waterfowl use of Klamath Basin National Wildlife Refuge (NWR) averaged 42% greater during spring 2002-2003 (568,500 bpd) than during 1998-2001 (Gilmer et al. 2004). Numerous factors likely impacted magnitude and distribution of waterfowl use of SONEC during spring, including weather, waterfowl populations, SONEC habitat, and species ecology. SONEC is a critical spring staging area for waterfowl that winter in the Central Valley of California and other Pacific Flyway regions and should be a major focus area for waterfowl-habitat conservation efforts.