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Seven small (3.2 to 5.2 m total length) whale sharks were observed suction feeding on patches of surface plankton in the Bay of La Paz within 1 km of shore and 2 km N of the phosphate dock at San Juan de la Costa, on 1-2 November 1993. The sharks were photographed and videotaped from the boat and by snorkelers in the water. When actively feeding the shark turned its head from side to side, part of the head was lifted out of the water, and the mouth opened and closed 7 to 28 times per minute (x̄ = 17, N = 13). These suction gulps were synchronized with the opening and closing of the gill slits. This feeding behavior occurred only in the patchy areas of densely cloudy water, a layer 10 to 30 cm thick at the surface containing an immense concentration of copepods, 95% of which were identified as Acartia clausi. Remoras accompanying the whale sharks also fed on the plankton bloom.