Assemblages of zooplankton and epibenthic invertebrates were collected from a commercial Penaeus monodon (Fabricius) pond at fortnightly intervals over an entire grow-out season. The pond inlet and outlet water were also sampled intensively over three 1-week periods throughout the season. Before stocking the ponds with shrimp postlarvae, copepods dominated the zooplankton. Immediately after the ponds were stocked, there was a rapid decline in zooplankton numbers, particularly the dominant larger copepods, suggesting heavy predation by shrimp postlarvae. For the rest of the season, barnacle nauplii were the dominant zooplankton component in the pond. Pond water exchanges had little detectable influence on the composition or density of the zooplankton assemblage. Instead, the dominance of barnacle nauplii appeared to have been maintained by steady recruitment due to barnacle reproduction in the pond. While changes in the biomass of pond zooplankton were not correlated with physico-chemical characteristics, changes in density were positively correlated with temperature, and negatively correlated with pH, dissolved oxygen and secchi disc readings. Epibenthic faunal density peaked at the end of the season, while the biomass peaked during the middle part of the season. Sergestids (Acetes sibogae Hansen) were the most abundant epibenthic taxa. No correlations were found between physico-chemical parameters and epibenthic fauna biomass or density. Abundances of epibenthic fauna were not related to zooplankton densities, suggesting that trophic interactions between these assemblages is not important. No Acetes were captured in samples of outlet water, and only on a single occasion were large numbers captured in the inlet water; after this, there was a notable increase in the number of Acetes in the pond. This evidence, together with the lack of an increase in the size of Acetes during the season, suggests that water exchange is an important but unpredictable source of recruitment of epibenthic fauna into the pond. The results emphasize the benefits of ensuring that appropriate zooplankton assemblages have been introduced into the ponds, when they are filled, to support the shrimp immediately after stocking. This will depend on the initial inoculum and may be difficult to manipulate with water exchanges once established. Assemblages of epibenthic fauna appear more likely to change with exchanges and may need to be monitored across the season, particularly if their presence reduces production through adverse impacts such as competition with postlarvae, introduction of disease or deteriorated water quality.