To study the distribution and the behavior of trace metals in Kwangyang Bay, surface water samples were collected four times from August 1997 to May 1998 and were analyzed for trace metals (Cd, Co, Cu, Fe, Ni, Pb, Zn) by Atomic Absorption Spectrometer and Inductively Coupled Plasma Mass Spectrometer. Dissolved Co and Fe concentrations were comparatively high near the Seomjin River mouth. Particulate trace metal contents were relatively high near the Sueochun River mouth and near the Yeochun industrial complex. Distribution coefficients (K_d; Lkg¹) between dissolved and particulate phases of Fe, Pb, Co, Zn, Ni, Cu and Cd were 1.67×10^8, 1.37×10^6, 7.25×10^5, 4.43×10^5, 1.39×10^5, 9.1×10⁴ and 1.8×10⁴, respectively. In Kwangyang Bay, particulate trace-metal concentrations were as high as dissolved ones and showed seasonal and geographic variations.