Acoustic surveys were conducted in late summer/early fall during the years 1992-1996 and 2001-2008 to estimate pelagic prey fish biomass in Lake Michigan. Midwater trawling during the surveys provided a measure of species and size composition of the fish community for use in scaling acoustic data and providing species-specific abundance estimates. In 2005, we began sampling Mysis diluviana during the survey. The 2008 survey provided data from 24 acoustic transects (734 km), 33 midwater tows, and 39 mysid tows. Mean total prey fish biomass was 15.3 kg/ha (relative standard error, RSE = 7.6%) or ~82 kilotonnes (kt, 1,000 metric tons), which was 1.9 times higher than the estimate for 2007 but 78% lower than the long-term mean. The increase from 2007 was because of increased biomass of age-1 and age-3 alewife. The 2008 alewife year-class contributed ~12% of total alewife biomass (11.0 kg/ha, RSE = 9.0%), while the 2007 and 2005 alewife year-classes contributed ~33% and 35%, respectively. In 2008, alewife comprised 72% of total biomass, while rainbow smelt and bloater were 11 and 17% of total biomass, respectively. Rainbow smelt biomass in 2008 (1.6 kg/ha, RSE = 10.6%) was identical to the biomass in 2007 (1.6 kg/ha). Bloater biomass was again much lower (2.6 kg/ha, RSE = 15.2%) than in the 1990s, but mean density of small bloater in 2008 (534 fish/ha, RSE = 10.9) was the highest observed in any acoustic survey on record. Prey fish biomass remained well below the Fish Community Objectives target of 500-800 kt and only alewife and small bloater are above or near long-term mean biomass levels. Mysis diluviana remains relatively abundant. Mean density ranged from 185 ind./m2 (RSE = 6.8%) in 2005 to 112 ind./m2 (RSE = 5.1%) in 2007, but there was not a statistically significant difference among years.