The macrobenthic fauna of the Milford Haven Waterway was studied in detail following the 'Sea Empress' oil spill in 1996. Contamination patterns indicated heaviest contamination of sediments by oil to have occurred in the lower reaches of the waterway, although water borne hydrocarbons are likely to have penetrated throughout the Haven. Generally, the communities showed little impact of contamination by oil, although some changes were evident at the population level. A decline in the amphipod fauna was observed throughout the Haven, with the genera Ampelisca and Harpinia and the family Isaeidae particularly affected. This was accompanied by increases in both the diversity and abundance of polychaete populations as opportunist species took advantage of the decline of the amphipod fauna. However, within five years of the spill the amphipod fauna has shown clear signs of recovery. The use of the polychaete/amphipod ratio as an indicator of oil pollution is discussed.