Distribution of the bivalve-feeder,. Halla okudai (Polychaeta: Lysaretidae), was investigated in the 23 intertidal flats of Hiroshima Bay, the Seto Inland Sea, from April to July in 1994 and 1995. At mean low waters of spring tides in inner part and central part of the bay, 46 individuals (14.7~76.0 cm in body length) were collected together with the bivalves, e. g., Crassostrea gigas, Ruditapes philippinarum and Mytilus edulis. However, abundance of the polychaete did not necessarily showed a positive correlation to that of these bivalves. The habitat conditions indicated 28.7~32.9% in salinity, -1.4~1.7 in median diameter (φ) and 1.2~4.2% in ignition loss. The trellis and mat of C. gigas were discussed in relation to a suitable substratum for larval polychaete.