The aims of this study were to characterize the functional composition of benthic macrofauna of a tropical sea-grass bed and to determine temporal variations in abundance of benthic macrofauna in relation to environmental factors such as sea-grass biomass, temperature, salinity, and sediment type. Benthic macrofaunal composition and abundance were investigated by core sampler during April 1999, October 1999, March 2000, and August 2000 at three stations within a sea-grass bed at Cockle Bay in North Queensland, Australia. A total of 110 species of benthic macrofauna was collected. Polychaetes were the most abundant group (37 species; 52% of total macrofaunal numbers; 47% of biomass) followed by amphipods (27 species; 35% of total numbers). Decapods were also important, with 28 species contributing 31% of total macrofaunal biomass. Other miscellaneous groups were tanaids, isopods, and ophiuroids. Most amphipods (65%) and decapods (90%) were epifaunal, but polychaetes were equally represented by epifauna and infauna. Temporal variation in both species composition and abundance was large: the peak number of benthic macrofauna occurred in April 1999 and March 2000, and biomass was highest in April 1999. Benthic macrofauna numbers as well as biomass were lowest in August 2000. These temporal patterns of abundance of benthic macrofauna appeared to correlate closely with temporal variation of sea-grass biomass. In addition, the factors of life cycle and predation by common fish species may be indirectly associated with these patterns of macrofaunal abundance.