The construction of Hungry Horse Dam inundated 125 km of adfluvial trout habitat in the South Fork of the Flathead River and its tributaries, impacting natural fish reproduction and rearing.  Rapid residential and commercial growth in the Flathead Watershed now threaten the best remaining habitats and restrict our opportunities to offset losses. Hydropower development and other land disturbances caused severe declines in the range and abundance of our focal resident fish species, bull trout and westslope cutthroat trout. Bull trout were listed as threatened in 1998 under the Endangered Species Act and westslope cutthroat were petitioned for listing under ESA.  Westslope cutthroat are a species of special concern in Montana and a species of special consideration by the Confederated Salish and Kootenai Tribes.  Consistent with the 2000 Fish and Wildlife Program, this project follows the logical progression towards habitat restoration outlined in the Hungry Horse Dam Fisheries Mitigation Implementation Plan approved by the NWPPC in 1993.  The Flathead River Subbasin Plan identifies the protection of habitats for these populations as one of the most critical needs in the subbasin and directs actions to offset these losses.  This project facilitates efforts by the Confederated Salish and Kootenai Tribes (CSKT) and Montana Fish, Wildlife & Parks (MFWP) to protect and enhance critical fish habitat within the Flathead River watershed.  We seek to rebuild to sustainable levels weak, but recoverable, native populations injured by the hydropower system.  We propose to (1) secure habitats through land acquisition and conservation easements; (2) enhance existing and newly acquired habitats to maximize their value to fish; and (3) utilize a balanced, watershed-wide approach to reverse the downward trends in native species and protect healthy populations.