Influences of inundated timber on distribution of larval fishes were evaluated during April–August 1982 in Lake Oconee, Georgia, by determining densities of larvae in two offshore timber plots and two adjacent open-water areas. Most (97%) of the larvae collected were gizzard shadDorosoma cepedianumand threadfin shadD. petenense, and these species were usually more abundant in or near the flooded timber than in nearby limnetic sites. Larvae of other fishes, includingLepomisspp.,Pomoxisspp., and white bassMorone chrysops, were rarely collected but occurred primarily at timbered sites. Higher abundance of larvae in the timber may reflect both extensive use of the flooded trees as spawning substrates and increased availability of food or shelter. Invertebrates and fish eggs collected incidentally during sampling for larvae were more abundant at timbered sites.