UPPER MISSISSIPPI RIVER SYSTEM HABITAT NEEDS ASSESSMENT. Charles Theiling, Carl Korschgen, Hank DeHaan, Timothy Fox, Jason Rohweder, and Larry Robinson. U.S. Geological Survey, Upper Midwest Environmental Sciences Center, La Crosse, Wisconsin 54603. The EMP Habitat Needs Assessment was designed to help guide future habitat protection and restoration efforts on the UMRS. To identify habitat needs, historical, existing, forecast, and desired future conditions were compared. Issues of scale are important in this regard because ecological processes and needs vary at the system, reach, and pool levels. In addition, a wide variety of habitat characteristics must be addressed including habitat fragmentation, connectivity, and diversity. To accomplish this assessment, a GIS tool and a new floodplain vegetation successional model were developed. These tools allow geomorphic and land cover characteristics to be translated into the potential for species to occur. Over time, the landscape, land use, and hydrology of the Upper Mississippi River and its basin have changed. Much of the grasslands, wetlands, and forests have been converted to agriculture use, which now accounts for 50 percent of the floodplain. Impoundment, channelization, and levee construction have altered the hydrologic regime and sedimentation patterns, resulting in loss of backwaters, islands, and secondary channels. While future changes in broad geomorphic features are expected to be relatively small, habitat degradation is expected to continue. There is a broadly recognized need among resource managers and scientists for improved habitat quality, increased habitat diversity, and a closer approximation of pre-development hydrologic variability. The Habitat Needs Assessment identified clear differences in habitat types and conditions among river reaches. Those differences are largely related to the amount and distribution of public land, degree of floodplain development, the geomorphic form of the river, and the effects of impoundment for navigation. The differences also suggest that habitat needs and restoration objectives will vary by river reach and pool. The Habitat Needs Assessment yielded gross quantitative and qualitative estimates of habitat needs both system-wide and within river reaches. These estimates provide the first approximation of a set of system-wide objectives for habitat protection and restoration. While they do not offer quantitatively precise goals, they will help focus future planning on the most important geomorphic processes both system-wide and in specific river reaches. However, perhaps the greatest contribution this first Habitat Needs Assessment has made is the development of new and improved tools for future habitat planning. In particular, the GIS Query tool will help evaluate the potential distribution of species and habitat area types throughout the UMRS. While the results of the Habitat Needs Assessment are not a substitute for the more detailed and spatially explicit planning that will be done at the pool scale, it has provided new tools for that planning. Keywords: GIS, landscape analysis, restoration