Abstract: A bait storage system includes a pail-shaped bait container having a lid for closing off the open top of the container, a flexible cover composed of a mesh material, and structure for releasably securing the peripheral edge of the cover about the side wall of the container. The edge of the cover is shiftable between a number of positions along the container wall below the open top. The peripheral edge may be shifted towards the bottom of the container wherein the cover is pulled tautly over the lid and a portion of the container so that the cover retains the lid on the container. If desired, the lid may be removed and the tautly drawn cover functions as a strainer to retain the bait within the container as the water is replaced. Alternatively, the peripheral edge may be shifted towards the top of the container allowing formation of a well of the cover within the container for storing bait and facilitating removal of the bait from the container.