Naked gobies (Gobiosoma bosc) and striped blennies (Chasmodes bosquianus) rely on oyster reefs for nesting sites, feeding grounds, and refugia from predation by upper level piscivores. Seasonal densities of Eastern oysters (Crassostrea virginica), naked gobies, and striped blennies on Palace Bar Reef, Piankatank River, Virginia were quantified and used to develop species-specific larval production estimates. Densities of oyster adults, juveniles, and articulated shell valves (the result of recent mortality) did not significantly change from November 1995 to November 1996. Naked goby and striped blenny densities varied with substrate type and season; peak fish densities for both species were observed in August 1996. Areas where shell substrate dominated the bottom supported fish densities up to 14 times greater than those observed in habitat areas lacking shell. Larval production and recruitment estimates for Palace Bar Reef oysters are of the same order of magnitude as observed field densities. Benthic fish production estimates are within an order of magnitude of adult densities and are similar to previous recruitment estimates for Chesapeake Bay naked gobies. Species-specific production estimates for both oysters and fishes are sufficient to sustain observed adult densities on Palace Bar Reef, Piankatank River, Virginia.