Fifteen species of pelagic fishes were collected in 156 gill net sets at eight locations in the Sheepscot River-Back River estuary, Wiscasset, Maine, June 1970 through December 1971. Highest catches occurred June through August. Only the rainbow smelt is a year-round resident. Differences in abundance in space and time are apparently related to temperature. During the summer, alewives, blueback herring, and Atlantic menhaden were most abundant in the relatively warm Back River estuary, while Atlantic herring, Atlantic mackerel, and spiny dogfish were most abundant in the more oceanic Sheepscot River estuary. Prolonged near-freezing temperatures apparently limit the time pelagic fishes spend in the estuary and limit the number of species which can inhabit it. It is hypothesized that the distribution of pelagic species which exhibited preferences for colder water, such as Atlantic herring, would be most affected by artificial warming of the surface waters of the Back River estuary, if a new atomic powered generating plant were allowed to discharge heated effluent directly into it.