The community dynamics and distribution of dinoflagellates and their cysts were monitored monthly from June 1996 to May 1997 at six stations in Masan-Chinhae Bay, one of the famous bays for red-tide occurrence in Korea. The dinoflagellate standing crops ranged from the minimum of 306 cells $ml^{-1}$ in February to the maximum of 37,959 cells $ml^{-1}$ in May. The species causing massive blooms were Prorocentrum micans Ehrenberg and Ceratium furca (Ehrenberg) Claparede & Lachmann in July, Gymnodinium sanguineum Hirasaka in October, Alexandrium tamarense (Lebour) Balech in April and Proroeentrum minimum (Pavillard) Schiller in May. Twenty-seven taxa of dinoflagellate cysts were isolated, including 20 identified species and 7 unidentified species. The mean cyst abundance ranged from the minimum of 556 cysts $cm^{-3}$ in June to the maximum of 5,727 cysts$cm^{-3}$ in February. The spatial pattern of cyst distribution showed the gradual increase in abundance from offshore to inshore stations. The cyst genera of Protoperidinium, Gymnodinium, Serippsiella, Gyrodinium and Alexandrium were abundant throughout the year. The vertical distribution of cysts showed the surface miximum at the 0-2cm layer and the sub-surface maximum at the 2-4cm layer. Total abundance of cysts showed the most significant relationships with water temperature, and some minor relationship with dissolved oxygen, salinity, pH, phosphate and total inorganic nitrogen of surface and bottom layer in the water column. The number of dinoflagellate species decreased, while the abundance of cysts increased 4.5 times as compared with the observation of 10 years prior to the present study at the same stations of Masan-Chinhae Bay.