|Distribution and abundance of Yellowstone cutthroat trout, Oncorhynchus clarkii bouvieri, has declined across the historic range because of anthropogenic influences. Habitat has been fragmented and non-native species have been introduced that compete with, feed upon, or interbreed with cutthroat trout. As a result, many cutthroat trout populations are now isolated in headwater streams and life-history forms are lost or reduced. The upper Yellowstone River basin, above Yellowstone Lake, offers a rare opportunity to study Yellowstone cutthroat trout in a large, intact, river system with few anthropogenic influences. Understanding of life-history forms present in the upper Yellowstone River basin assist in proper conservation and management of the watershed. To determine cutthroat trout life-history forms present, their abundance, and habitat preferences, a combination of radio-telemetry, electrofishing, underwater census, habitat assessment, and age and growth were used. Movements of 151 cutthroat trout were tracked by aircraft, 2003-2005. Most relocated fish (98%) followed a lacustrine-adfluvial life history migration pattern, spending an average 24 days in the river. Cutthroat began entering the river in April and most emigrated by August. Fish migrated as far as 67 km to spawn and spawning aggregations within the system were found in only 11 locations. Underwater census and electrofishing surveys were used to determine fish distribution and abundance in the Yellowstone River and its tributaries. Main stem cutthroat trout densities were low and not evenly distributed. A mean of 8 fish/500 m reach were sampled with the majority in 8 reaches. Juvenile (<150 mm, <2 years old) and large adult (>330 mm, >4 years old) cutthroat trout were found in the main stem, but fish from 151-330 mm (age 3) were absent. Within tributaries, fish densities ranged from 1.7-49.5 fish/100 m reach. Fish up to 305 mm were sampled and ranged 1 to 4 years in age. Data from this study suggest most cutthroat trout in the upper Yellowstone River express a lacustrine-adfluvial life history, however, some fluvial fish are present in tributaries. These findings will be important in driving conservation and management decisions in this drainage and provide critical information in future ESA listing considerations.