The yellowfin bream Acanthopagrus australis (Giinther) is an estuarine species in which a large proportion of the adult population does not participate in the annual seaward spawning migration. Monthly samples of migratory and non-migratory yellowfin bream were collected from March to October 1982. Measures of gonad and oocyte development and 3 indices of nutritional state (feeding index, visceral fat index and condition factor) were obtained for each fish sampled. Gonads developed to a similar size in migratory and non-migratory adults. Successful reproduction, as indicated by the presence of hyaline-stage oocytes, only occurred in migratory fish. In non-migratory females oocytes developed to the yolk-stage, but then became atretic and were resorbed. In both groups stored energy reserves decreased as the gonads increased in size; however the rate of decrease was greater in migratory fish. Feeding almost ceased in migratory fish during the spawning period (May to Aug) because suitable food items (benthic animals and plants) are uncommon in the spawning areas. In non-migratory fish, feeding was reduced during the late spawning period, possibly because abundant energy reserves were available due to oocyte resorption. An examination of sex ratios within age classes indicated a decreasing tendency of females to participate in the spawning migration with age. All male fish older than age I1 participate in the spawning migration. The seasonal patterns of gonad development and nutritional state associated with the spawning migration of yellowfin bream are similar to those reported for other teleost fishes. These patterns have not been documented for the non-migratory component of other teleosts which have annual spawning migrations.