Past research by the Georgia Game and Fish Commission on lime treatment of farm ponds has indicated a definite improvement in fertilization results following lime application. Management recommendations for problem areas has been one ton of agricultural lime per acre. This study was initiated to determine the effects of lime treatment on the qualitative and quantitative production of benthic organisms in upper coastal plain and piedmont ponds. Lime added at the rates indicated above will significantly increase production of benthic fish food organisms. This increase of bottom food organisms was accompanied by changes in soil and water pH and an increase in plankton production and total hardness of the water. In some instances it is believed that the addition of lime at the rate of one ton per acre is not sufficient to attain maximum benthos production.