Shrub cover in treeless areas of the arctic has increased in the past 50 years. Spruce seedling establishment in areas near the forest boundary has also increased suggesting tree line advance. In order to describe the effects of shrubs on seedling establishment, we measured shrub cover in study plots south of the Alaska Range. In each of ten 50 m x 50 m study plots located at either elevational treeline (five plots) or above treeline (five plots), 10 sample points were systematically selected, and 10 additional sample points coincided with naturally established white spruce (Picea glauca) seedlings. At each point, the presence of all woody species was recorded at six heights: at ground level, < 0.25 m, 0.25 m to 1 m, 1 to 2 m, 2 to 4 m, and > 4 m above ground level. Results indicate almost ubiquitous cover of woody plants in the two height classes under 0.25 m at both systematic sampling points and at spruce seedlings. The frequency of each higher shrub height category at sampled points with seedlings differed significantly from the frequency at the systematic points (χ2 = 26.3, p =.0000337). Points with seedlings had less shrub cover overall than the systematic points, particularly in the tallest height categories. The frequency of tall shrubs at points with seedlings was about half that at the systematic points. Very similar patterns existed in both the tree line and above tree line study plots. These results suggest that seedlings preferentially establish in sites without tall shrubs. Shrubs may therefore limit establishment of white spruce at tree line, and continued shrub expansion may inhibit forest migration.