A habitat improvement project was recently completed at Lake Barkley. Target species for habitat improvement were Largemouth Bass, Smallmouth Bass, Crappie spp., and Sunfish spp. The 57,000 acre mainstem impoundment is over 50 years old and has lost some natural habitat due to age, siltation, and water level fluctuations. Work was completed in the Kentucky and Tennessee portions of the reservoir and included multiple state, federal, and private partners. In the Kentucky portion, the Kentucky Department of Fish and Wildlife Resources initiated the project with fish attractors in the form of shallow water stake beds, and deepwater brushpiles. In addition to the fish attracting structures, the primary focus was improving the littoral zone habitat in ways specifically designed to increase the spawning success of the black bass, crappie, and sunfish in the reservoir. This work included adding shallow water hardwood laydowns, and concrete artificial spawning beds. The efficacy of these spawning structures was evaluated by conducting snorkel surveys, electrofishing, and hatch date analyses. Bald cypress trees were also planted to decrease erosion and provide spawning habitat in the future. The Tennessee Wildlife Resources Agency was offered and accepted a partnership with this grant that included installation of 8 deep water fish attractors, 320 artificial shallow water fish attractors, and 140 artificial spawning structures. The success of this project will be monitored by conducting electrofishing surveys annually in the spring and fall so that population characteristics may be compared to historic levels.