Deposit-feeding and suspension-feeding benthos in Buzzards Bay, Massachusetts, show marked spatial separation; suspension feeders are largely confined to sandy or firm mud bottoms while deposit feeders attain high densities on soft muddy substrata. Food source and bottom stability have been investigated as potential factors effecting this trophic-group separation. Between October 4, 1967 and August 22, 1969, observations were made at 11 stations in Buzzards Bay, Massachusetts, along two widely separated transects over bottoms ranging in texture from silt to fine and medium sand. Water depths at these stations ranged from 3 m to 20 m. Scuba divers made many of the field observations and collected most of the samples. This study included sampling of benthic macrofauna, taking bottom photographs, analyzing sedimentary structures, texture, organic content and water content of the sediments, and measuring both water currents and suspended sediment above the bottom. Laboratory experiments were also carried out to determine differential resuspension between burrowed and unburrowed muds. Intensive reworking of the upper few centimeters of a mud bottom by deposit feeders produces a fluid fecal-rich surface that is easily resuspended by low-velocity tidal currents. We suggest that the physical instability of this fecal surface tends to: (i) clog the filtering structures of suspension-feeding organisms, (ii) bury newly settled larvae or discourage the settling of suspension-feeding larvae, and (iii) prevent sessile epifauna from attaching to an unstable mud bottom. Thus suspension feeders are unable to successfully populate all areas of the bottom where a suspended food source is available, especially in areas where mud bottoms are intensively reworked by deposit feeders. Modification of the benthic environment by deposit feeders, resulting in the exclusion of many suspension feeders and sessile epifauna, is an example of trophic group amensalism. This biotic relationship appears to be important in shaping trophic-group distributions in embayments and basins on continental shelves.