The general model of seasonal phytoplankton succession in temperate lakes suggests that winter phytoplankton growth is minimal under ice-cover. However, some studies have found diverse phytoplankton communities during winter. The primary objectives of this study were to determine the species composition and the changes in the winter phytoplankton community structure under the ice. For 2 consecutive winters, phytoplankton samples were collected under ice-cover at 4 sites on 3 lakes in Arrowwood National Wildlife Refuge (ANWR), near Pingree, North Dakota. Ninety taxa were identified and enumerated. Densities of several of these taxa frequently exceeded 106 cells l−1. The winter phytoplankton communities in these lakes were dominated by flagellates, principally cryptomonads, a synurophyte (Synura uvella), small chrysophytes (Chrysococcus spp., Kephyrion spp.) and a dinoflagellate (Peridinium aciculiferum), as well as non-flagellate microchlorophytes (Monoraphidium spp., Ankistrodesmus spp., and Pseudodictyosphaerium sp.), a cyanobacterium (Gloeocapsa aeruginosa) and centric diatoms (Stephanodiscus minutulus, S. parvus and Cyclotella meneghiniana).