Appearance of cold water in the coastal area off Ulsan-Campo, Southeastern coast of Korea, during summer has been well observed. To see the effect of this cold water on zooplankton distribution, we have collected zooplankton at 4 to 8 sites in the near coast as well as off coast for three times about two weeks of interval from July to August, 2001. Appearance of cold water was confirmed and total of about 195 zooplankton taxa were identified. Both the numbers of taxa appeared and zooplankton abundances did not show significant difference among the three sampling periods. On the other hand, the numbers of taxa appeared were generally greater in off coastal area while zooplankton abundances were greater in the near coastal area. These two variables showed different relationship with seawater temperatures. That is, the numbers of taxa appeared showed positive correlation with seawater temperatures (p<0.05) but abundances showed no significant relationship (p>0.05) with seawater temperatures of which variations were comparable with seasonal variations. It was postulated that the upwelling induced appearance of cold water enriched the nutrients, enhanced phytoplankton production and then provided better food conditions for smaller zooplankton in the near coastal part of this study area. In this context it was postulated that zooplankton distribution in the upwelling area might be controlled by food condition rather than seawater temperatures in spite of the large temperature variations caused by the appearance of cold water.