ABSTRACTDiversity and distribution of polychaetes on the southeastern Brazilian Shelf (SBS) adjacent to the city of Santos were studied. The study area is situated in the vicinity of Santos Bay with its estuarine complex and other small rivers along the coast. A total of 16,274 specimens belonging to 214 polychaete species were found at 21 sampling stations during two different periods. Two communities occur along the shelf and were related firstly to sediment characteristics. Prionospio dayi (Spionidae) was dominant in the inner shelf community that was characterized by well-sorted, very fine sand. The outer shelf community was found in muddy sediments with high organic matter content and was dominated by subsurface deposit feeders, like Petersenaspis capillata (Sternaspidae) and Leitoscoloplos kerguelensis (Orbiniidae), and by large carnivores such as Aglaophamus sp. (Nephtyidae) and Sigambra sp. (Pilargidae). A transition zone of mixed sediments presenting high diversity and richness was found between these communities. The characteristics of bottom water and food quality in the sediment were important to divide the inner shelf into two sub-areas. Nearshore sampling stations (A group) were more influenced by freshwater input, mainly during summer. This influence is not conspicuous at stations close to 30 m depth (B group). However the effect of South Atlantic Central Water mass (SACW) intrusion on the benthic system was observed on the inner shelf – B group during the summer. The summer intrusion of SACW onto the inner shelf may explain the higher quality of organic matter that resulted in an increase in polychaete abundance and richness.