We propose to conduct an integration of a spatially extensive database of traditional, optical and acoustical information to demonstrate the benefits of quantifying marine populations over a range of sizes and trophic levels for a large ecosystem as a part of the Census of Marine Life (CoML). Our rich database generated from a comprehensive suite of collection methods and spanning a range of spatial and temporal scales, presents a unique opportunity to advance the goals of the CoML program without a new, lengthy and costly field program. The high-resolution sampling that we conducted over a six-year period in Chesapeake Bay will allow us to define the space/time variability of fish and zooplankton populations, and thus obtain a better census of these marine resources on a variety of scales, including the entire Chesapeake Bay. Our large, unique and extant data set will promote the concept embodied in the CoML initiative, i.e. the comprehensive census of marine animal populations on large scales using advanced technologies. We have developed, and propose to continue to refine, methods that compare traditional and automated sampling of fish and zooplankton to gain temporal and spatial resolution while maintaining species identifications. We will integrate our biological census information with data on the physical environment of Chesapeake Bay and submit it to the Ocean Biogeographical Information System (OBIS) of the CoML program, thus making our results available to a wide spectrum of scientists, students and environmental managers.