The vertical distribution of zooplankton on the continental shelf of northeastern Florida was determined in and around upwelling events and related to concentrations of particulate matter. Doliolida and the cladoceran Penilia avirostris were significantly more abundant in upwelled water <22°C and the cyclopoid genus Oncaea more abundant at warmer temperatures. The abundance of doliolida, Oithona and Oncaea in intrusions and the thermocline was significantly higher in older than in recently upwelled waters. The vertical sequences of the abundance of zooplankton and particulate matter (2-114 μm ESD) were identical. Zooplankton maxima co-occurred primarily with maxima in phytoplankton biomass (chlorophyll a) and only partly with primary productivity.