Seafloor photography from three cruises is combined with multibeam sonar imagery to characterize benthic substrates and associated fauna of Santa Monica Bay, California. The multibeam EM1000 imagery was collected in 1996. Two sampling cruises (in 1998 and 1999) provided photographs at 142 sites throughout the Bay; a final cruise (in 2000) collected still photographs and continuous video along nine transects on the mainland shelf from Pt. Dume to the Palos Verdes peninsula. Muddy substrates (typically low backscatter) were the predominant habitat throughout the Santa Monica Bay, from the 20 m isobath to the adjacent Santa Monica basin floor (780 m). Bioturbation was pervasive as evidenced by abundant open burrows, mounds, and faunal tracks and trails. Sandy substrates (typically intermediate to high backscatter) were restricted to the innermost mainland shelf and a narrow outer shelf band north of Santa Monica Canyon. Cobble and gravel substrates (high backscatter) were restricted to the innermost shelf south of El Segundo and limited parts of the shelf edge. Rocky substrates (high backscatter) with interspersed patches of sand and gravel occurred on the high-relief marginal plateau and along parts of the shelf break offshore of Malibu.