Recent decline in the lesser scaup Aythya affinis population has been linked to changes in wetland conditions along their spring migration routes. In particular, the use of amphipod prey by lesser scaup has declined in many regions of the upper Midwest U.S.A. and has been linked to expanded fisheries, although empirical data on diet overlap are lacking. To explore patterns of prey use by lesser scaup and diet overlap with fishes, we quantified diets of scaup and fishes during the 2003 and 2004 spring migration in eastern South Dakota, U.S.A. We compared diet overlap between lesser scaup and fishes collected from Twin Lakes, South Dakota-an important stopover location for springmigrating scaup. Plant seeds occurred in [95% of lesser scaup diets (n = 118) and represented an appreciable amount of consumed biomass ([70%).Gastropods, amphipods, and chironomids were the most abundant invertebrate prey taxa and occurred in 29-34% of lesser scaup diets. Although relatively frequent, these taxa each contributed only 4-27% of the diet by weight. Percent dry mass of amphipods, a preferred prey by lesser scaup, was low (4%) indicating that amphipod availability may be reduced during spring migration. Analysis of fish diets showed that black bullhead Ameiurus melas and yellow perch Perca flavescens had the highest diet overlap with lesser scaup at 94% and 92%, respectively. Moreover, mean size of amphipods and chironomids found in fish diets were significantly larger than that consumed by lesser scaup. Our findings support the notion that amphipod use by spring-migrating lesser scaup has declined and that size-selective predation by fishes may influence prey availability for lesser scaup.