The shallow water of the Gulf of Mexico beyond two barrier islands south of Carrabelle, Florida, is characterized by an open-gulf foraminiferal fauna. A detailed quantitative study utilizing Schott's Foraminiferal Number reveals no correlation between the distribution of the benthonic Foraminirera and the ecologic factors of salinity, temperature, and depth of the water with in this limited area. Total populations of Foraminifera are greater where the median grain size or the sediment is fine or very fine and where limestone crops out or is covered by only a thin veneer of sediment. Evidence indicates that the food supply increases in these areas, thus accounting for the abundance of benthonic Fbraminirera. Three common arenaceous species appear to be affected by the median grain size or the bottom sediment. There is no consistent correlation between this factor or the ecology and the distribution of the other roost common species. An abundance in the Carrabelle region of species of Fbraminifera common in the West Indies and Tortugas indicates that much of the fauna was derived from the south. A number of these species are not known to have been reported west of Panama City, Florida. Evidence from investigations or the distribution or other marine organisms in this general region suggests that various hydrographic features may be effective in restricting certain species of benthonic Foraminifera to the coastal waters east of Cape San Blas. Several species of Foraminifera commonly found in deeper water in other areas of the Gulf of Mexico occur in the shallow water of the Carrabelle region.