Distribution of zooplankton was investigated at 30 stations in Asan Bay, an embayment in the western coast of Korea, seasonally in August and October of 1991, and January and April of 1992. Abundances of zooplankton ranged from 240 to 1,458 indiv./m$^3$. Copepods were the predominant constituent, which comprised 88% of total zooplankton abundance. Acartia bifilosa dominated from fall to spring, A. pacifica in summer and Paracalanus parvus in fall. Abundances of zooplankton were related with phytoplankton standing crops and larval fish. In spring, when phytoplankton standing crops were high, zooplankton abundances were highly correlated with phytoplankton standing crops (r$^2$=0.66, p<0.01, n=30). Results of cluster analysis based on the abundance data of zooplankton showed that the study area was divided into two areas, i.e., outer-bay and inner-bay.