Correlated with a study of heterotrophic bacteria from cultures of larval bivalve molluses, bacteria were studied from the water column over an oyster bed in Lont Island Sound, USA. Samples taken biweekly for 1 year showed bacterial densities ranging from 1.2x103/ml in summer to 3.8x104/ml in winter. Variation in seasonal density mirrored that of phytoplankton. Gram-negativ rods constituted 99% of the isolate. Eight genera were identified, but 92.3% of these were Achromobacter, Flavobacterium, and Pseudomonas. Pseudomonads dominated the summer flora, whereas flavobacteria were most abundant in spring. Types varied seasonally, but proteolytic, lipolytic, and amylolytic activity appeared independent of season.