Two oceanographic cruises were conducted during September 2003 and March 2004 in the eastern half of the Cariaco Basin. Specific objectives were to examine the hydrography of the seasonal upwelling plume characteristic of this region, the spatial distribution of particles in the area, and to help determine the source and relative importance of in situ particle production vs. terrigenous particles delivered laterally from the coast. During September 2003, average surface salinities within the basin were higher (36.6) relative to Caribbean Sea waters outside the basin (35.6). Salinity patterns indicated that the Orinoco and Amazon River plumes did not enter or influenced the basin directly. The upwelling plume in March 2004 stimulated primary productivity. Beam attenuation and CDOM fluorescence profiles showed marked vertical structure in biomass of microbial populations, particularly near the oxic-anoxic interface typically located between about 250 and 300 m. There is an increasing difference in temperature and salinity between the Cariaco Basin and the adjacent Caribbean Sea below 200 m. Inside the Basin temperatures and salinities were higher by 4oC and 0.5. The influence of local rivers on the Cariaco Basin was evident during September 2003. Low salinity plumes with high beam attenuation (1m-1) lined the southern margin of the Basin. The primary rivers that affected the basin were the Unare and Neverí Their sediment input affected the shelf near the river mouths, and a surrounding radius of up to 40 Km. Their low salinity plumes were carried northwestward toward the CARIACO time series station. In March 2004, there was minimal or no terrigenous input from local rivers. Near the Manzanares River, off the city of Cumaná and near Cubagua Island, located south of Margarita Island, attenuation due to suspended particles (0.09 m-1) was observed at depth (70-150 m) during both cruises (0.09-0.15 m-1). Therefore, sediment transport from the shelf into the basin seems to occur year-round. More observations are necessary to determine the nature and origin of these particles. In March 2004, there was minimal or no terrigenous input