||The factors responsible for widespread declines of grassland birds in the United States are not well understood. This study, conducted in the short-grass prairie of eastern Wyoming, was designed to investigate the relationship between variation in habitat amount, landscape heterogeneity, prey resources, and spatial variation in grassland bird species richness. We estimated bird richness over a 5-year period (1994–1998) from 29 Breeding Bird Survey locations. Estimated bird richness was modeled as a function of landscape structure surrounding survey routes using satellite-based imagery (1996) and grasshopper density and richness, a potentially important prey of grassland birds. Model specification progressed from simple to complex explanations for spatial variation in bird richness. An information-theoretic approach was used to rank and select candidate models. Our best model included measurements of habitat amount, habitat arrangement, landscape matrix, and prey diversity. Grassland bird richness was positively associated with grassland habitat; was negatively associated with habitat dispersion; positively associated with edge habitats; negatively associated with landscape matrix attributes that may restrict movement of grassland bird; and positively related to grasshopper richness. Collectively, 62% of the spatial variation in grassland bird richness was accounted for by the model (adj-R2 = 0.514). These results suggest that the distribution of grassland bird species is influenced by a complex mixture of factors that include habitat area affects, landscape pattern and composition, and the availability of prey.