Diversity and abundance of benthic macrofauna associated to Thalassia testudinum were studied at Ensenada de Reyes, Mochima Bay, in the northeastern coast of Venezuela. Samples were taken monthly in six stations, three at 1 m in depth and three at 6 m, between December 1992 and February 1994, using a quadrat of 0.25 m2 for collecting plants and sediment; each sample was washed with seawater through a 1 mm sieve. The specimens were fixed in 6% formaldehyde. A total of 1722 organisms (6 888 ind x m2) and 127 species of macroinvertebrates were collected. Mollusks dominated with 53 species, followed by polychaetes (40), crustaceans (18) and echinoderms (8). Remaining groups were represented by 1-2 species. The highest abundance was in October (214 specimens), and the lowest in December 1993 (79 specimens). Specific richness was between 47 species in October and 18 in May 1993. Mean species diversity was 2.79-1.36 bits/ind. There were differences (ANOVA p<0.01) in number of specimens at the two depths but not throughout the 15 month study period (p>0.05). There were more specimens and species at the lowest depth and in stations with higher Thalassia testudinum biomass.