We examined habitat relationships and nest site characteristics for 6 species of cavity-nesting birds--American kestrel (Falco sparverius), northern flicker (Colaptes auratus), red-headed woodpecker (Melanerpes erythrocephalus), black-capped chickadee (Parus atricapillus), house wren (Troglodytes aedon), and European starling (Sturnus vulgaris)--in a mature plains cottonwood (Populus sargentii) bottomland along the South Platte River in northeastern Colorado in 1985 and 1986. We examined characteristics of cavities, nest trees, and the habitat surrounding nest trees. Density of large trees (>69 cm dbh), total length of dead limbs ≥10 cm diameter (TDLL), and cavity density were the most important habitat variables; dead limb length (DLL), dbh, and species were the most important tree variables; and cavity height, cavity entrance diameter, and substrate condition at the cavity (live vs. dead) were the most important cavity variables in segregating cavity nesters along habitat, tree, and cavity dimensions, respectively. Random sites differed most from cavity-nesting bird sites on the basis of dbh, DLL, limb tree density (trees with ≥1 m dead limbs ≥10 cm diameter), and cavity density. Habitats of red-headed woodpeckers and American kestrels were the most unique, differing most from random sites. Based on current trends in cottonwood demography, densities of cavity-nesting birds will probably decline gradually along the South Platte River, paralleling a decline in DLL, limb tree density, snag density, and the concurrent lack of cottonwood regeneration.