A massive fish kill and water discoloration were reported off the western coast of Puerto Princesa, Palawan, Philippines in March 2005. Phytoplankton analysis revealed a near monospecific bloom of the dinoflagellate, Cochlodinium polykrikoides, with cell concentrations ranging from 2.5 × 10 5 to 3.2 × 10 6 cells per liter. Ground truth data were supplemented by processed satellite images from MODIS Aqua Level 2 data (1 km resolution) from January to April 2005, which revealed high surface chlorophyll- a levels (up to 50 mg/m 3) offshore of west and southwest Palawan as early as February 2005. The bloom extended 310 km in length and 80 km in width at its peak in March off the central coast (Puerto Princesa). By April, the bloom declined in intensity, but was still apparent along the northern coast (El Nido). Fluctuations in chlorophyll levels off the western coast of Sabah, Malaysia and Brunei during this time period suggested that the bloom was not limited to the coast of Palawan. Satellite imagery from Sabah in late January revealed a plume of chl- a that is believed to be the source of the C. polykrikoides bloom in Palawan. This plume drifted offshore, advected northward via the basin-wide counterclockwise gyre, and reached nutrient-rich, upwelled waters near Palawan (due to a positive wind stress curl) where the dinoflagellate bloomed and persisted for 2 months from March to April 2005.