Stability properties of a baroclinic zonal flow in the presence of surface topography are investigated by using 2-layer and 20-layer, quasi-geostrophic, low-order models. The effect of the topography is approximately incorporated into the model by using a rather simple lower boundary condition. Compared with the conventional baroclinic instability analysis, the present analysis has two differences: Inclusion of (1) effect of surface topo-graphy and (2) perturbation of zonal components.Two kinds of instabilities are obtained in both models. One is the modified baroclinic instability, which is essentially the conventional baroclinic instability. However, the growth rate, the phase speed and the vertical structure of the wave perturbation vary in time depending on the phase relation between the wave and the topography. The other is the topographic instability, in which the wave perturbation grows exponentially in time without phase propagation. In the 20-layer model the second modes of both instabilities, in which the perturbation has a nodal structure in vertical, are obtained in addition to the first modes similar to those obtained in the 2-layer model.Except for the time-dependency, however, the structure and energetics are similar in both instabilities. The eddy energy is supplied by the baroclinic conversion from the available potential energy of the basic zonal flow. The conversion rate of kinetic energy by the surface topography is small compared with the baroclinic conversion.