Seasonal variation in abundance, time activity budgets and foraging behavior of non-breeding Marbled Godwits (Limosa fedoa) and Willets (Tringa semipalmata) were compared at four sites at the Laguna Ojo de Liebre—Guerrero Negro saltworks complex, Baja California, Mexico. Habitat use varied between species, seasons and sites. Marbled Godwits (182 ± 44.1 individuals per site) were more abundant than Willets (70 ± 16.1 individuals per site), reflecting their overall pattern in northwestern Mexico. Overall abundance diminished throughout the season (270 ± 69 individuals per site in Oct–Nov, 85 ± 21 in Dec–Jan and 60.2 ± 24 in Feb–Mar), although it remained high at mudflat. Consistent with bill length, Willets foraged mostly by pecking, while Marbled Godwits did so mostly by probing (proportion of pecks: 0.95 ± 0.17 and 0.4 ± 0.27, respectively). Marbled Godwits changed their time activity budgets through the wintering season: time devoted to vigilance changed from 8–23% in Oct–Nov, to 0.4–8% in Feb–Mar whereas time devoted to feeding changed from 12–40% in Oct–Nov to 59–74% in Feb–Mar. This pattern seems to reflect a change in priorities; surviving early in the season and accumulating energy to migrate, later. In both species, differences in use of habitat appeared to be related to site characteristics such as substrate hardness and risk of predation. The mudflat was the site most used and the saltmarsh, the least used. Some individuals in both species used the more risky saltmarsh, but increased the time devoted to vigilance. Thus, habitat quality for non-breeding shorebirds depended on both benefits and costs for foraging birds, and habitat choice by specific individuals was complex and probably involved condition- or state-dependent tradeoffs that balanced metabolic requirements, safety priorities, and, perhaps, social status or dominance.