Douglas-fir beetle has increased to epidemic levels in mature-overmature Douglas-fir that has been top killed by western spruce budworm. About 42 trees per acre have been killed in an area at Lyon's Face and 36 trees per acre in other areas along the Madison River during the past 3 years. Sufficient top kill has now occurred that an increase is predicted in Douglas-fir beetle activity for several years in defoliated and top-killed stands. An aerial application of MCH is recommended to protect stands (important for wildlife habitat and in critical viewing areas) from further loss. Stand hazard rating and management, both silviculture and aerial spraying of budworm-infested stands, are recommended where economically and environmentally feasible to prevent further loss. Rapid salvage of windthrown Douglas-fir is recommended to reduce the potential buildup of Douglas-fir beetle populations.