Abstract: A water circulation and aerating device for live bait containers comprises a housing removably installed in existing bait containers which has apertures in the lower portion to prevent live bait from passing therethrough while allowing passage of water into the housing when the water level within the bait container rises. An intake conduit extends through the upper portion of the housing and has one end extending into the water in the bait container and a hose at the other end extending remote from the housing and a distance beneath the surface of the body of water being fished. An exterior pump at the remote end of the intake hose pumps cool water from beneath the surface of the body of water into the bait container. A venturi tube on the intake conduit mixes air into the water being pumped into the bait container. An interior pump within the housing becomes operative upon the water entering the housing reaching a predetermined level to pump the water back into the body of water being fished.