We examined the feeding habits of larval Clupea pallasii using 148 specimens collected from December 2010 to April 2011 in the Nakdong River estuary, Korea. We found that larval C. pallasii [8.3-26.0 mm NL (notochord length)] are carnivorous, consuming mainly copepods, rotifers, cirripeds, and free-living flatworms (Macrostomida). Their diet also include small quantities of shrimp nauplii, tintinnids, cladocerans, and larval bivalves, among other food sources. To evaluate ontogenetic changes in dietary composition, we split larvae into four size groups: 8-12 mm, 12-16 mm, 16-20 mm, and > 20 mm NL. Rotifers were the most important prey items for the smallest group, but all other groups predominantly consumed copepods. The largest group frequently preyed on rotifers, cirripeds and flatworms, in addition to copepods. Larvae also showed bi-modal feeding, with peaks in the late afternoon and at midnight, wherein the mean number of prey per individual peaked at 1,800-1,900 h.