The species of fish and macro-crustacean living within the Severn Estuary are reviewed. The fish community is notably species rich and exceeds 100 species in total for the estuary. Standardised long-term sampling at Hinkley Point in Bridgwater Bay gives a total complement of 83 for a single locality and this number is increasing by about one new species every two years. Most of these new species are moving in from centres of population lying to the south of the estuary. Almost all species of fish and macro-crustacean living within the estuary undertake regular migrations so that they tend to move seasonally in waves up and down the estuary. For fish, both species richness and the total abundance reach a maximum in late summer and autumn. The timing of this peak varies between the upper and lower estuary. This seasonal maximum is primarily caused by the arrival of the new recruits which use the estuary as a nursery. In contrast, crustaceans tend to be at their most diverse and abundant in early to mid summer. Using a 30-year time series of fish and crustacean abundance collected at Hinkley Point it is shown that major changes in the structure of the community are now underway and there are considerable recent changes in the abundance. However, some abundant species, including sand goby, Pomatoschistus spp., whiting, Merlangius merlangus and sprat, Sprattus sprattus, the three most abundant species in the estuary, have shown no long-term trend. At present, approximately 20% of the fish and macro-crustaceans observed in Bridgwater Bay are undergoing rapid, typically exponential, change in abundance. For a numerically abundant, diverse, fauna composed of approximately 90 species such levels of change are unexpected and suggest that the system is presently far from equilibrium. In some cases, the observed changes can be related to recent warming and the North Atlantic Oscillation. The overall increase in fish abundance observed may reflect a general improvement in water quality and a reduction in other anthropogenic impacts such as mortality in cooling-water intakes. The potential impacts of tidal power generation in the Severn Estuary are reviewed. There is considerable potential for any major installation to impact the fish and crustacean populations as they migrate and also alter the nature of the habitat resulting in changes in community composition. A particular difficulty in predicting the future impact of harnessing tidal energy is that the present community is already changing rapidly. The ability of fish and crustaceans to pass through the turbines unharmed will be a key issue in an assessment of the impact of tidal power generation.