Abstract: An aquatic analysis of constructing borrow areas adjacent to the main line levees in the Lower Mississippi River was conducted as part of an Environmental Impact Statement for upgrading the levee system. A Habitat Suitability Index (HSI) regression model based on field collections was developed to predict fish species richness as a function of the morphometry and water quality of borrow areas. The HSI score was multiplied by acres of borrow areas created during construction to obtain habitat units (HUs) for each alternative indicating a substantial gain of fishery habitat in the floodplain. Environmental features identified by the model to increase fish species richness and overall habitat heterogeneity include the shape of the pit (e.g., bowl-shaped with deep water rather than long rectangular with shallower water), the availability of littoral areas for fish spawning and rearing, using best management practices such as tree screens and bank stabilization to lower turbidity, adding islands, and creating sinuous shorelines. The project results in an overall gain in aquatic habitat by creating permanent or semi-permanent water bodies on the floodplain that our research indicates may be occupied by at least 75 species of fish contributing to the overall biodiversity of the lower Mississippi River.