We investigated the benthic polychaete assemblage in Gwangyang Bay and Yeosu Sound in February 1997. The sediment was an almost entirely muddy facies. The benthic macrofauna comprised 295 species occurring at a mean density of 875 $indiv./m^2$. Polychaetes were the major faunal component; there were 94 species at mean density 765 $indiv./m^2$. The highest abundance and species richness occurred in the Myodo south and north channels, in the mouth of Gwangyang Bay, and in the Noryang channel mouth. The most abundant polychaete was Tharyx sp. (47.9%), followed in rank order by Heteromastus filiformis (9.6%), Melinna cristata (9.3%), and Lumbrineris longifolia (7.3%). Cluster analysis divided the study area into four station groups based on station similarities in benthic polychaete assemblages: the Glycinde-Prionospio cluster in the western inner bay, the H. filiformis cluster in the middle inner bay, the Melinna-Lumbrineris cluster in the Myodo south-north channel, and the Tharyx cluster in the eastern main channel region. The sediment type of Gwangyang Bay has changed gradually from sandy to muddy. Dominant species have also changed from Chone teres and Lagis bocki to Tharyx sp., which is a potential organic pollution indicator.