Floodplain habitat provides important migration and breeding habitat for birds in the midwestern United States. However, few studies have examined how the avian assemblage changes with different stages of floodplain forest succession in the midwestern United States. In spring and summer from 2002 to 2004, we conducted 839 point counts in wet prairie/forbs fields, 547 point counts in early successional forests, and 434 point counts in mature forests to describe the migrating and breeding bird assemblage in the lower Missouri River floodplain. We recorded 131, 121, and 141 species in the three respective habitats, a number higher than most locations in the midwestern United States and comprising > 15% of all avian species in North America. Avian species diversity generally increased from west to east along the river, differed among land cover classes, but overlapped between seasons (migration and breeding) and years. Wet prairies were particularly important for conservation as there were 20 species of high conservation concern observed, including Dickcissels (Spiza americana). Important species for monitoring biotic integrity included the Northern Harrier (Circus cyaneus) and Bobolink (Dolichonyx oryzivorus) in wet prairie, Bell's Vireo (Vireo bellii) in early successional forest, and Northern Parula (Parula americana) and Prothonotary Warbler (Protonotaria citrea) in mature forest. ?? 2009, The Society of Wetland Scientists.