The aim of this study was to document and model the population dynamics of zebra mussels Dreissena polymorpha (Pallas, 1771) in Pool 8 of the Upper Mississippi River (UMR), USA, for five consecutive years (1992–1996) following their initial discovery in September 1991. Artificial substrates (concrete blocks, 0.49 m2 surface area) were deployed on or around the first of May at two sites within each of two habitat types (main channel border and contiguous backwater). Blocks were removed monthly (30 ± 10 d) from the end of May to the end of October to obtain density and growth information. Some blocks deployed in May 1995 were retrieved in April 1996 to obtain information about over-winter growth and survival. The annual density of zebra mussels in Pool 8 of the UMR increased from 3.5/m2 in 1992 to 14,956/m2 in 1996. The average May–October growth rate of newly recruited individuals, based on a von Bertalanffy growth model fitted to monthly shell-length composition data, was 0.11 mm/d. Model estimates of the average survival rate varied from 21 to 100% per month. Estimated recruitment varied substantially among months, with highest levels occurring in September–October of 1994 and 1996, and in July of 1995. Recruitment and density in both habitat types increased by two orders of magnitude in 1996. Follow-up studies will be necessary to assess the long-term stability of zebra mussel populations in the UMR; this study provides the critical baseline information needed for those future comparisons.