Observations were made on the distribution and breeding biology of the African Skimmer Rynchops flavirostris from May to November 1986 and April to December 1987, along 1550 km of the Zambezi River from its source to the Luangwa-Zambezi confluence at the Mozambique border. The 280-km Angolan section was omitted. Bird habitats along the river were mapped and the distribution of the African Skimmer was compared with the availability of its breeding habitat. 35 breeding colonies were found of which 33 were on the Barotse floodplain. Eggs were noted during August, September and October; they were laid in scrapes on bare sand in clutches of mostly 2–3. 260 eggs were measured from 101 clutches (a 39,6 x 28,4 mm). Both parents incubated and cared for the young. In hot weather, adults drank often and belly-wetted at nest relief. Chicks stayed in the nest for two days and were almost constantly shaded by the parents. Distraction displays by the adults were observed. The Upper and Middle Zambezi African Skimmer population was estimated to be 1428 birds. The important breeding areas were noted and possible threats to their conservation are discussed.