In the Lower Mississippi Alluvial Valley (LMAV), losses of bottomland hardwood forests have been severe, with less than 30% of the original 10 million ha remaining. Reforestation of abandoned farmland is occurring, but there has been little research on natural reestablishment of these forests. We examined understory succession and tree establishment patterns in a 3.2-ha field in northeast Louisiana, USA, abandoned in 1984. Relative elevation, strongly correlated with flooding depth and frequency, varied by approximately 1m. Ground-layer composition was monitored from 1985 to 1999 in twenty 1-m² quadrats stratified along the elevation gradient. In 2000, shrubs and tree saplings were mapped and their relative elevations determined. Ordination of the ground-layer data revealed that the major trends in species composition were related to time-since-abandonment and elevation. Annual species gradually declined, woody perennials became more abundant, and a shrub and young tree layer emerged from beneath the ground layer, but species composition in low and high elevation plots did not converge. Obligate species were more common at lower elevations, while facultative species were more common at upper elevations. By 16 years after abandonment, a total of 16 tree and shrub species had established in the field; eleven of these had potential local seed sources on levees adjacent to the study site. Abundance of dominant species was significantly related to elevation in most cases. In addition, distance to seed source influenced density and spatial distribution of Celtis laevigata and Fraxinus pennsylvanica. Our study suggests that rate and pattern of secondary succession in LMAV bottomlands are strongly influenced by elevation, dispersal mode of species, and the composition and proximity of forest remnants. Successful restoration of bottomland forests will require an improved understanding of these factors