The composition of phytoplankton and the dynamics of phytoplankton and bacterioplankton biomass (PB and BB, respectively) of Sanya Bay, South China Sea, were determined. A total of 168 species (67 genera) phytoplankton were identified, including Bacillariophyta (diatom, 128 species), Pyrrophyta (35 species), Cyanophyta (3 species), and Chrysophyta (2 species). Annual average abundance of phytoplankton was 1.2 × 107 cells/m3, with the highest abundance in autumn, and the lowest in summer. Annual average diversity index (H′) and evenness (J) values were 3.86 and 0.70, respectively. Average chlorophyll a was 2.5 mg/m3, and the average PB was 124 mg C/m3, with the highest value in autumn. Surface PB was higher than the bottom, except for summer. Annual mean bacterioplankton abundance and BB were 6.9 × 1011 cells/m3 and 13.8 mg C/m3, respectively. The highest BB was found in summer, followed by winter, spring, and autumn. Surface BB was higher than bottom all year round. The spatial distribution patts of PB and BB were very similar with the highest biomass in the estuary and decreasing seaward, primarily due to terrestrial input from the Sanya River and influx of oceanic water. The main factor influencing on PB and BB was DIN, with other factors such as temperature, which was above 22℃ throughout the year, having a negligible impact. The correlation between BB and PB was significant (P < 0.01). The annual average ratio of BB/PB was 0.12 (0.06--0.15). Phytoplankton primary production was one of the most important factors in controlling the distribution of bacterioplankton.