Floodplain forest of the Upper Mississippi River provides habitat for an abundant and diverse breeding bird community. However, reed canary grass Phalaris arundinacea invasion is a serious threat to the future condition of this forest. Reed canary grass is a well-known aggressive invader of wetland systems in the northern tier states of the conterminous United States. Aided by altered flow regimes and nutrient inputs from agriculture, reed canary grass has formed dense stands in canopy gaps and forest edges, retarding tree regeneration. We sampled vegetation and breeding birds in Upper Mississippi River floodplain forest edge and interior areas to 1) measure reed canary grass cover and 2) evaluate whether the breeding bird assemblage responded to differences in reed canary grass cover. Reed canary grass was found far into forest interiors, and its cover was similar between interior and edge sites. Bird assemblages differed between areas with more or less reed canary grass cover (.53% cover breakpoint). Common yellowthroat Geothlypis trichas, black-capped chickadee Parus atricapillus, and rose-breasted grosbeak Pheucticus ludovicianus were more common and American redstart Setophaga ruticilla, great crested flycatcher Myiarchus crinitus, and Baltimore oriole Icterus galbula were less common in sites with more reed canary grass cover. Bird diversity and abundance were similar between sites with different reed canary grass cover. A stronger divergence in bird assemblages was associated with ground cover ,15%, resulting from prolonged spring flooding. These sites hosted more prothonotary warbler Protonotaria citrea, but they had reduced bird abundance and diversity compared to other sites. Our results indicate that frequently flooded sites may be important for prothonotary warblers and that bird assemblages shift in response to reed canary grass invasion.