To clarify the bloom pattern and species succession in phytoplankton community, the population dynamics with the determination of physico-chemical factors have been studies in Masan Bay, the south sea of Korea, for the periods November 2003-October 2004. Concentration of $NH_4-N$ was always higher than that of $NO_3-N$, which was similar level as compared to other costal areas. $PO_4-P$ concentration was lower than those in other coastal areas but similar to oligotrophic environments. Thus, phosphate seems the limiting nutrient rather than nitrogen. $SiO_2-Si$ concentration was also low as compared to other costal areas. Si:P ratio was low from autumn to winter, suggesting silicate and/or phosphate limitation during this period. The cell density of phytoplankton was high in winter 2003 and early autumn 2004. The carbon biomass was high in winter 2003 and summer 2004. And chlorophyll-a concentration was high in late autumn 2003 and summer 2004. Among 78 species of phytoplankton found in the bay during the investigated period, dominant species were two diatoms of Cylindrotheca closterium, Skeletonema costatum, and three dinoflagellates of Heterocapsa triquetra, Prorocentrum minimum, P. triestinum, and one raphidophyte of Heterosigma akashiwo. P. minimum dominated from late autumn to winter, but it was replaced by H. triquetra in late winter. P. triestinum dominated from late spring to early summer. Simultaneously, H. akashiwo cell density steadily increased, and it became dominant with C. closterium in late summer. With decreasing of H. akashiwo and C. closterium, S. costatum became the most dominant species in autumn. The canonical analyses showed that total phytoplankton cell density related to diatom cell density and it was affected by temperature, and concentrations of $NO_3-N;and;PO_4-P$. The carbon bio-mass and $chlorophyll-{alpha}$ concentration related to diatom- and dinoflagellate cell densities and these were affected by flagellate cell density, salinity, and concentrations of $SiO_2-Si;and;PO_4-P$. Last six years monitoring data in Masan city obtained from Korean Meteorological Agency indicates gradual increase in air temperature. And the precipitation decreased especially in spring season. The winter bloom found in 2003 may be caused by the increase in the temperature and this bloom subsequently induced the nutrients depletion, which continued until next spring probably due to no precipitation. Therefore, the spring bloom, which had been usually observed in the bay, might disappear in 2004.