The shallow subtidal macrobenthos at Port Valdez, Alaska, was examined to assess faunal adjustment following disposal of dredged sediments over a three-year period. Prior to sediment disposal, the infauna consisted of a relatively species-rich assemblage dominated by sessile polychaetes and bivalves. Six months after disposal, virtually all taxa present prior to dredging and disposal were rare or absent with opportunistic taxa dominant. Surveys performed 1.5 years after sediment disposal indicated faunal adjustment was in progress; large, sessile polychaetes and bivalves were still present in low numbers after 2.5 years. At one station, increasing organic enrichment by fish-wastes from adjacent processing plants resulted in a shift to a highly disturbed benthic assemblage. The trends in the faunal assemblage suggest that environmental conditions were still in a state of flux 2.5 years after the dredging event.