Abstract: The zooplankton quantity was monitored in November of 2012(autum),February(winter),May (spring)and August(summer)of 2013 in Dongshan Bay,Shandong province,to study the relationship between zooplankton quantity characteristics and aquaculture activity and water masses in Dongshan bay.The results showed that there were more zooplankton species,abundance and biomass in several fixed stations waters near Zhangjiang estuary,Bachi Door,mouth of Zhangjiang estuary and outside the Gulf in Dongshan bay,which is related to the water masses and aquaculture environment.The high species abundance and biomass of zooplankton in the estuary waters are attributed to the maximal Zhangjiang runoff in spring,and zooplankton rich in outer bay stations in summer is resulted from the strong external forces outside water mass.The weak water mass forces in autumn and winter,however,zooplankton was found to be more abundant in farming activity prevailing area,leading to seasonal changes in dominant species in Dongshan bay:from the dominant species Acartia pacifica,Paracalanus aculeatus and Calanus sinicus in November 2012 to Calanus sinicus in February 2013.There were three dominant species Calanus sinicus.Acartia pacifica and Paracalanus parvus in May of 2013,and dominant species Oikopleura dioica, Subeucalanus subcrassus and Sagitta enflata were observed in August 2013.Different horizontal distributions of dominant species were found in various season:Calanus sinicus and A.pacifica in the Gulf in autumn,winter and spring and Sagitta enflata and Subeucalanus subcrassus in the waters outside the Gulf in August.Oikopleura dioica had a wide range of temperature adaptation,became the most important species in the Gulf instead of Calanus sinicus and A.pacifica,indicating that aquaculture activity and water masses affect in some extent the distribution of zooplankton in Dongshan bay.