Winter densities, age structure, and sex ratios of 9 populations ofraccoons (Procyon lotor) in western Tennessee were compared to 16 habitat variables and between aquatic-associated and upland habitats for 3 pairs of sites. Densities ranged from 0.8 to 18.3 raccoons/km2 • Highest densities and proportions of juveniles and females occurred in bottomland deciduous forests; lowest estimates were in upland, pine-deciduous forests. The proportions of females and juveniles and the density estimates were correlated with habitat variables that reflected a bottomland-upland gradient, such as the distance to deciduous shoreline and the basal areas of conifers and large deciduous trees. In addition to supporting larger raccoon densities, aquaticassociated habitats may also have relatively more on-site reproduction than upland habitats.