The construction of a storm-surge barrier in the mouth of the Oosterscheide caused important hydrodynamical and morphological changes that could influence the macrobenthic populations. This paper is one in a series of five all dealing with the effects of the storm-surge barrier on macrozoobenthos and analyses the spatial and temporal distribution of macrozoobenthos in the Oosterschelde and its relationship with some environmental parameters, based on two large scale sampling campaigns, one before and one after the completion of the barrier. The sediment of the sampling stations was fine, well sorted sand, with an average mud content of about 2.5%. Only in the Krabbenkreek the sediment was coarser in 1989. The tidal elevation of the sampling sites decreased significantly in 1989. The density of macrozoobenthos was significantly lower, the biomass higher in 1989. The density was dominated by deposit feeders, the biomass by filter feeders. The difference in biomass between both years was mainly due to a substantial increase of the biomass of filter feeders in 1989. The number of species per station was significantly smaller in 1989 than in 1985. Between 1985 and 1989, frequency of occurrence decreased in 34 versus 13 which increased, density increased in 13 species and decreased in 34 species, biomass increased in 18 species and decreased in 29 species. Based on TWINSPAN several clusters of stations, each with a different faunal composition, were identified. These clusters did not form distinct zones on the tidal flats but were dispersed widely. The relationship between density and biomass of different trophic groups and the mud content of the sediment and the depth was analysed. This relationship sometimes differed clearly between years. The correlation coefficient of a multiple regression between density and biomass of individual species and environmental factors, although significant in most cases, was very low, indicating that only a small proportion of the species variability was explained. The relationship between benthos and environmental factors was further analysed by canonical correlation analysis and multivariate discriminant analysis that gave different results for the 1985 and 1989 data. This is probably due to the broad tolerance of the species to the range of the environmental variables found in our study area. From a TWINSPAN of the density data of 1985 and 1989 together we could conclude that, although the environmental parameters in a group of stations, showing a large faunal similarity in one year, did not change, the faunal composition did. This indicates that faunal changes are not necessarily linked to changes in the measured environmental parameters. In the discussion the different factors affecting macrobenthic populations are situated and it is suggested that the macrobenthic populations are probably more towards the nonequilibrium end of the continuum between nonequilibrium and equilibrium communities as defined by Wiens (1984). Although the impact of the construction of the barrier on the macrobenthic community seems at present to be rather small this does not mean that on the long-term there will be no effect.