Species composition, distribution, and relative abundance of macrobenthic fauna were examined at Haifa Bay on the Mediterranean coast of Israel. Benthic samples were taken over a two-year period at twenty sites ranging in depth from 10-80m. The relevant sedimentological features of the area are discussed. Classification of the faunal data produced a hierarchical grouping of sites and species, displayed as dendrograms. Ten sample groups and eleven species associations are identified. The obsérved qualitative differences arc related to the prevailing environmental conditions in the area. A unique species association, related to cobble-sized bioherms, is described. Massive penetration by four benthic species of Indo-Pacific origin, Lessepsian migrants, is reported.