Trends in density, biomass, population structure, and nutritional state of Dreissena polymorpha and Dreissena rostriformis bugensis were examined in southern Lake Michigan between the 1990s and 2008. Density and biomass of D. polymorpha increased to a peak in the early 2000s and then declined. In contrast, D. rostriformis bugensis was first found in the southern basin in 2001 and has continued to increase in density or biomass at all depths ever since. In 2008, maximum mean density of D. rostriformis bugensis occurred at 16–30m (19,000/m²), but maximum biomass (AFDW) occurred at 31–50 m (43.9 g/m²). D. rostriformis bugensis has only recently (since 2005) began to increase at depths >50 m. When both species were present in 2004 at depths <50 m, a condition index (CI) for D. rostriformis bugensis was 27% higher, and shell weight per shell length was 48% lower compared to D. polymorpha. For D. rostriformis bugensis, CI decreased in 2008 compared to 2004 at 25 m and 45 m, but biochemical content (lipid, glycogen) did not. Seasonal changes in both RNA/DNA ratio (growth) and ETS (metabolic activity) in D. rostriformis bugensis were unaffected by reproductive activity, and only ETS appeared to change seasonally relative to bottom temperatures. Spawning of D. rostriformis bugensis occurred in late summer at 25 m, but occurred in spring at 45 m. Veliger densities peaked in both spring and late summer at both depths. Future population expansion (biomass) is expected to be most rapid at depths >50 m.