The distribution and characteristics of acidotolerant heterotrophic and naphthalene-degrading bacteria were investigated in two forest areas, one near Ulsan petrochemical industrial complex (Sunam) and the other in countryside (Daeam). Average values of soil pH at Sunam and Daeam were 3.8 and 4.6, respectively. When het­erotrophic and naphthalene-degrading bacteria were enumerated by most probable number (MPN) procedures at Sunam, the median values of heterotrophs growing at pH 7.0 and pH 4.0 were $5.3{ imes}10^7;and;3.3{times}10^7$ MPN/g, whereas those of naphthalene-degraders were $5.6{ imes}10^4;and;4.0{times}10^5$ MPN/g, respectively. While the medians of heterotrophs at Daeam were larger than those at Sunam, the concentrations of naphthalene-degraders were higher at Sunam compared to those at Daeam. From the MPN tubes and enrichment cultures, we obtained 17 isolates of naphthalene-degraders which were identified as Sphingomonas paucimobilis, Brevundimonas vesic­ularis, Burkholderia cepacia, Ralstonia pickettii, Pseudomanas fluorescens, and Chryseomonas luteola. Among them, 6 isolates showed higher naphthalene-degrading activity on minimal media of pH 4 compared to pH 7, whereas the extent of growth was not greater at pH 4 than at pH 7 when they were inoculated on nutrient-rich media. It is plausible that the pH may affect naphthalene-degrading activity of the isolates by changing fatty acid composition of bacterial membrane.