This study was carried out to investigate the extent to which benthic environment of Ulsan Bay was disturbed by organic materials and trace metals from the megacity and industrial complex. Field survey for benthic environment and macroinvertebrate community was seasonally conducted from February to November 2006 at nine stations covering the inside and outside of the bay. TOC was on average 1.7% while four (As, Cu, Pb, Zn) out of seven trace metals measured exceeded the Effects Range Low (ERL) in most of the stations. Total number of species sampled was 199 and mean density was 4,578 ind./$m^2$, both of which were greatly dominated by the polychaetes. Dominant species were Aphelochaeta monilaris (22.6%), Ruditapes philippinarum (17.1%), Magelona japonica (12.2%), Lumbrineris longifolia (9.9%) and their distribution was ruled by the difference in the benthic environmental condition of each station. From the multivariate analyses, four stational groups were identified: northern part of the bay, middle and lower part of the bay, the intersection of Taewha River and Gosa stream and outside of the bay. As a result, the community heterogeneity of inner bay was much more greater than that of outer bay. SIMPER analysis showed that four groups were represented by R. philippinarum-Capitella capitata, A. monilaris-Balanoglossus carnosus, Sinocorophium sinensis-Cyathura higoensis and M. japonica-Ampharete arctica, respectively. Spatio-temporal changes of macroinvertebrate communities in Ulsan Bay were closely related to those of depth, mean grain size and organic content, and Zn was also a meaningful factor in that context.