This study was conducted to characterize fishery resources inhabiting salt-evaporation ponds and sloughs in South San Francisco Bay, and to identify key environmental variables that influence distribution of fishes. The ponds, which were originally constructed and operated for commercial production of salt, have undergone preliminary modifications (installation of culverts, gates, and other water-control structures) in preparation for full restoration to mostly tidal wetlands over the next 2 decades. We sampled fish from two salt-pond complexes (Alviso complex and Eden Landing complex), each consisting of several pond systems and their associated sloughs. Cluster analysis of species of fish indicated that at least two species assemblages were present, one characteristic of ponds and the other characteristic of sloughs and slough-like ponds. The slough-like ponds exhibited water-quality conditions (especially salinity) that resembled conditions found in the sloughs. Pond fishes were represented by 12 species, whereas slough fishes were represented by 22 species. Except for bay pipefish (Syngnathus leptorhynchus), which was unique to ponds, all species present in ponds also were in sloughs and slough-like ponds. These results indicated that species of fish in ponds originated from the sloughs. According to canonical-discriminant analysis, four environmental variables were useful for discriminating between the two species assemblages. Most discriminatory power was contributed by the index of habitat connectivity, a measure of minimum distance that a fish must travel to reach a particular pond from the nearest slough. Apparently, as fish from sloughs enter and move through interconnected salt ponds, environmental stress factors increase in severity until only the more tolerant species remain. The most likely source of stress is salinity, because this variable was second in importance to the index of habitat connectivity in discriminating between the two species assemblages. Water temperature and concentration of dissolved oxygen also seemingly influenced spatial distribution of fishes, although they were less important than salinity.