Tropical rainforest is continuously declining by timber exploitation, commercial and monoculture plantation. In This study, abundance and regeneration potentials of trees at Ukpon river forest reserve cross River State, Nigeria was assessed using Systematic line transects and purposive sampling techniques for plots demarcation and data collection. Data were analyzed using descriptive statistics such as tables, charts, frequencies and diversity indices were analyzed using ‘R’ soft wear. 65 tree species in 32 families and 10 genera. Meliaceae, (6) Caesalpiniceae and Moraceae (5) families each were the most abundant families individuals population.). The highest relative frequency (2.256%) and (2.241%) were recorded in Melicia excelsa. Relative dominance (4.970%) was highest in Bianella toxisperma. IVI recorded the highest value (4.970%) in Melicia excelsa . The highest dbh and tree height were (80.5cm) and (68.3m). Shannon wiener index was (5.058), Margelef index (36. 097) and species richness (68). Regeneration potentials seedlings ranged between 0. 22% and 0.01%. However, it is necessary to understand the phenology of the forest reserve, to study whether seeds or fruits produced are adequate, physiological conditions to germinate and growth into wildlings for regeneration purpose.