In 2002, netting surveys in the Cedar River upstream of Spalding, Nebraska revealed very low numbers of native fish such as channel catfish. At Spalding, a low-head (∼3.6 m) dam blocks the Cedar River, and the species that exhibited low numbers usually migrate upstream to breed. The low fish counts are not atypical of streams in Nebraska that are straddled by low-head dams. In 2003, because of necessary repair work, the Spalding reservoir was drained, and the Cedar River ran freely through the reservoir. A brief netting survey in the river revealed a dramatic increase in channel catfish and other migratory species. While the reservoir was empty, small fish were observed migrating up the tailraces. Velocities in the tailraces were measured and will be used, along with other information, to design a low-velocity bypass for the dam. Critical velocities determined for the fish in the study and the resulting low-velocity bypass design will provide a practical solution for fish migration problems throughout Nebraska.