The larval fish fauna occurring in temperate bay and shelf waters off Victoria, southern Australia, was found to be diverse, comprising taxa from 52 families. The most abundant groups collected were gobiids, tripterygiids, gobiesocids and clupeids. Fish egg concentrations were highest during spring and summer (September to February). Eggs of the Australian anchovy Engraulis australis occurred mainly during spring (September to November). Total larval fish concentrations were highest during summer (December to February), and were significantly higher at 1 km than 2 and 5 km from shore in offshore samples. Larval concentrations of a number of families, mainly reef-associated taxa that attach their eggs to hard substrata, were also higher nearer to shore. These larvae are more developed upon hatching than those of pelagic spawners and more capable of avoiding passive drift. Multivariate analyses found that larval taxonomic composition did not vary significantly with distance from shore, but that seasonal and monthly groupings were evident, with different taxa dominating at different times of the year. Larvae of the families Gobiidae and Tripterygiidae occurred in all months, but were less abundant during winter. Spatial differences in the larval fish assemblage between offshore samples and samples taken in the bay were only apparent during summer. This was primarily due to a higher abundance of seagrass-associated species, such as syngnathids and hemiramphids, utilizing specific habitats in the bay.