The distribution of microzooplankton and hydrographic variables were measured in the Virginia portion of Chesapeake Bay and its major rivers. Samples were collected at 14 locations at monthly interval from September 1993 through December 1995. Ciliates were numerically dominated (>90%) and copepod nauplii comprised highest proportion of the total microzooplankton biomass (>77%). Copepod nauplii and ciliates were the most abundant at oligohaline water and rotifers at freshwater. Total microzooplankton density and biomass were usually higher at oligohaline stations than fresh water and polyhaline stations. Despite high nutrient concentration and phytoplankton density at eutrophic water, micro- and mesozooplankton biomass were low. Mesozooplankton were relatively abundant at polyhaline stations. The comparison between annual mean biomass of ciliates (12.7 ${mu$}gC/1) and that of autotrophic picoplankton (13.5 {$mu$}</TEX>gC/1) revealed that ciliates were a major consumer of picoplankton production. The secondary production by ciliates was 12.7 ${mu}$gC/1/day, representing 5% of the annual mean primary production in Chesapeake Bay, Total microzooplankton comprised 84% of the total zooplankton carbon content, representing five times higher than mesozooplankton biomass.