Pb, Zn, and Mn, levels in sediment and common estuarine plants and animals colonizing dredge-spoil disposal areas were compared with levels occurring in the same materials from a natural salt-marsh. Finegrained dredge-spoil had considerabily higher levels of all three metals than did natural salt-marsh sediment, and large differences in the metals content of the spoil were observed, depending on sediment type.Pb levels in the Grass Shrimp (Palaemonetes pugio), Mummichog (Fundulus heteroclitus), Common Reed (Phragmites communis), Saltmarsh Cordgrass (Spartina alterniflora), and Saltmeadow Hay (Spartina patens), from dredge-spoil areas, were significantly higher at the 0.01 confidence level than in these species from the natural salt-marsh. Zn concentrations were significantly higher at this confidence level in the three plant species growing in dredge-spoil compared with those from the natural marsh. Mn content in Grass Shrimp from ponds in dredge-spoil disposal areas was significantly higher (0.05 confidence level) than in those from the natural marsh. Thus, dredge-spoil containing heavy metals, even though disposed of in specially designed diked containment areas, may act as a source of certain heavy metals that are potentially toxic to the biota.Data on the transfer of Pb and Mn in simple foodchains of the dredge-spoil pond ecosystem are presented and discussed in relation to feeding behaviour. Decreasing concentrations with increasing tropic level were observed for Pb and Mn, but no consistent pattern was noted with Zn.