The objective of this study was to describe the diet of young-of-the-year and adult alewife (Alosa pseudoharengus) and rainbow smelt (Osmerus mordax) in nearshore waters coincident with the colonization of Lake Ontario by Dreissena. Laboratory experiments and field observations indicated that alewife and rainbow smelt consumed dreissenid veligers and that the veligers remained intact and identifiable in the digestive tract for several hours. Dreissenid larvae were found in field-caught alewife and rainbow smelt in August 1992, even though veliger densities were low (