The composition and spatial distribution patterns of the macrobenthic faunal assemblages of an 8-ha tidal impoundment operated as a traditional shrimp pond at the Mai Po Marshes Nature Reserve, Hong Kong, were studied in relation to temporal changes in local environmental conditions. Species richness, abundance and biomass of macrobenthos across 5 different sub-habitats (seaward, middle, and landward parts of open water unvegetated areas, and Phragmites- and Kandelia-dominated, vegetated areas) within the pond were examined bimonthly between January 1997 and January 1998. Grab samples were collected randomly within the sub-habitats. Key physical environmental parameters of the sampling sites were also measured. A total of 46 species of macrobenthos was recorded: 11 polychaetes, 11 molluscs, 13 crustaceans and 11 insects. Mean species density in the five sub-habitats ranged from 0 to 3907 indm-2, with mean biomass ranging from 0 to 96.9 gm-2. The macrobenthos showed spatial and temporal differences among the sub-habitats and across sampling times. Species abundances of Polychaeta, Mollusca and Crustacea were significantly higher in the three open water areas than in the two vegetated (Phragmites- and Kandelia-dominated) areas, with an inverse pattern for Insecta. There were no clear temporal patterns although abundance and biomass generally increased in the cooler months. Results of a canonical correspondence analysis suggest that macrobenthic species richness, abundance and biomass in the open areas were positively correlated with salinity, while water depth, dissolved oxygen and sediment organic matter content had little relationship with the macrobenthic assemblage parameters. Ordination by multi-dimensional scaling suggests that different habitats supported distinct macrobenthic assemblages. The macrobenthic assemblage in the tidal pond was less species rich but denser than those in the neighboring tidal mangrove and mudflat, suggesting that conversion of these areas into extensively managed tidal aquaculture ponds results in reduced species richness in tropical mangrove habitats.