The copepods of plankton samples collected with a Bongo net of 0.333 mm mesh in 66 oceanographic stations of 4 transects off the States of Rio de Janeiro (RJ) and Santa Catarina (SC) in Nov./Dec. 75 and May 76 were qualitatively and quantitatively studied. An amount of 173 species was identified, of which Paivella naporai Wheeler, Xanthocalanus marlyae Campaner, and Corycaeus giesbrechti F. Dahl were taxonomically reviewed. Frequency and density of each species, and absolute and mean density of total copepods were determined for every station, as well as frequency of adult females and males, and young forms. Abundance was higher in the neritic than in the oceanic zone, the mean density being twice greater of the neritic zone of RJ than in that of SC and almost identical in the oceanic zone off both States except for SC in Nov./Dec. 75, where values were thrice greater than in RJ. These results were related to the distribution of water masses in the sampling areas. Copepod associations were determined for neritic and oceanic zones off the States of RJ and SC at both sampling seasons.