A total of 816 American shad (Alosa sapidissima), 2,823 blueback herring (A. aestivalis), and 79 alewives (A. pseudoharengus) was collected between July and November 1963-1965 to determine distribution, food habits, and growth in the Cape Fear River system, North Carolina. Shad and blueback herring were found in the Cape Fear River from four miles south of Wilmington (20 miles from the mouth) to Lock No.3, a distance of 99 miles, and in the Black River from the mouth to NC-411 bridge, a distance of 35 miles. In the North East Cape Fear River, shad were distributed from the mouth to NC-24 bridge, a distance of 67 miles, whereas blueback herring were distributed from the river mouth to five miles north of NC-53 bridge, a distance of 44 miles. Alewives were collected in a seven-mile stretch of the Cape Fear River, from four miles south of Wilmington to three miles north of Wilmington and in the North East Cape Fear River from the mouth to Lanes Ferry, a distance of 25 miles. None were collected in Black River. The data showed American shad fed primarily on aquatic and terrestrial insects and crustaceans, and insects were the dominant food, whereas blueback herring and alewife fed chiefly on crustaceans. Only minor differences were found in the food habits of each species within or between rivers. The growth rates of individual species were similar between rivers. Seaward migration occurred from October to November and was in association with an increase in water level and a decrease in water temperature.