Samples were collected at stations located in the mesohaline, oligohaline, and tidal fresh regions of the Potomac River, Maryland, between April 1998 and December 1999 to evaluate the seasonal distribution of bacterioplankton and microbially labile organic carbon (MLOC) in relation to hydrodynamic parameters (dissolved oxygen, salinity, and temperature). Bacterioplankton abundance (BA) averaged 13 × 10⁶ cells ml⁻¹ at all stations, a value that is higher than the average observed in many other temperate estuaries around the world, and were almost exclusively free-living. During the summer of 1998, BA often exceeded 30 × 10⁶ cells ml⁻¹ in the mesohaline region during periods of anoxia in subpycnocline waters. Dissolved MLOC typically accounted for 40% of total MLOC and on some occasions during summer and autumn accounted for 80%. A significant positive relationship between dissolved MLOC and BA was evident in the mesohaline Potomac River, the region where anoxia occurs each summer, but the regressions of particulate MLOC and chla on BA were not significant at this location. In the mesohaline Potomac River, BA regressed negatively and significantly on dissolved oxygen (r²=0.50, p<0.001). BA may be an important indicator of ecosystem health in this and other eutrophied estuaries, because of the relationships between BA, dissolved MLOC, and dissolved oxygen in the salinity stratified Potomac River and because free-living BA was elevated along the length of the river.