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has been the shifting of fields and pine-oak forest to residential and commercial development, with its resultant increasing nitrogen input to the watershed, aquifer and ultimately bay waters. This recent shift in land-use has likely resulted in this estuary receiving its highest rates of nitrogen loading than at any period over the past 400 years. Previous large shifts in land-use, primarily from forest to agriculture did not have the same resultant enhancement in nitrogen loading. Historically, agriculture practice generally recycled nitrogen (as opposed to modern practice of using commercial fertilizers) and the population was<10% of today. The present year-round population per square mile is greater than the entire town population of 50 years ago (total population based on 2000 census for the Towns of Mashpee, Sandwich, and Barnstable are 12,946,20,136 and 47,821 respectively). It appears that the nitrogen attenuation capacity of the freshwater systems has been reduced, as the need to intercept the nitrogen loading to the watershed has increased. While this may be a partial cause of the present estuarine decline, it ra:aay also represent a potential opportunity for restoration of bay systems. Waquoit Bay The Waquoit Bay embayment system is located within the Tows of Falmouth and Mashpee, Massachusetts on Cape Cod. Like Popponesset Bay, the Waquoit Bay watershed is primarily distributed among the Tows of Falmouth and Mashpee,with a small portion of the upper-most region of the watershed located in Sandwich. The southern shore is a barrier beach that separates the Waquoit Bay System from adjacent Nantucket Sound (Figure 3). Waquoit Bay is composed of a main bay with multiple associated sub-embayments (Quashnet River, Hamblin Pond,Jehu Pond, Eel River/Pond, Childs River). These sub-crnbayments constitute important components of the region's natural and cultural resources. In addition,the Iarge number of sub-embayinents greatly increases the shoreline of the system and decreases the travel time of groundwater from the watershed recharge areas to bay regions of discharge. The main bay has two main openings to Nantucket Sound, a historically open inlet in the main bay and an ephemeral inlet that connects Eel Pond to Nantucket Sound. More recently, Hurricane Bob in 1991 created a third inlet immediately east of the Eel Pond entrance; however, this inlet has closed over the past few years. The inlet to the main bay has been fixed with jetties initially in 1918 (east) and 1937 (west),with subsequent lengthening and enhancements. The second inlet has been generally open over the past 50 years. The opening of the second inlet significantly increased the tidal range and flows within the Waquoit Bay System and caused important ecological shifts to its tidal wetlands and possibly other estuarine habitats (Orson and Howes, 1992). Overall, these important"natural and unnatural"hydrodynamic shifts, coupled to anthropogenic alteration of the watershed, supports a recently highly altered estuarine habitat. The Waquoit Bay system is located within the Mashpcc Pitted Outwash Plain that supports numerous kettle ponds(Oldale 1992). The Quashnet River Estuary is a drowned river valley estuary resulting from rising sea-level flooding the lower reaches of the Quashnet River. Hamblin and Jehu Pond appear-to be drowned kettle ponds currently exchanging tidal flows with Waquoit Bay through tidal rivers, Little River and Great River respectively. Both the Hamblin Pond and Jehu Pond subsystems support significant saltwater wetland resources. The tidal reach of the Quashnet River Estuary is located within the Town of Falmouth while much of the freshwater region of the Quashnet River and its watershed is found in the Town of Mashpee. The river is one of the two major-surface water inflows to the Waquoit Bay System and originates in John's Pond. Hamblin Pond is divided between the Towns of Falmouth and Mashpee, while Jehu 6