Based on data from plankton surveys that were carried out in the waters of the Amursky and Ussuriisky bays of the Sea of Japan from May to October 2007 and 2008, the species composition, time of occurrence, density, and distribution of cirripede larvae (Cirripedia: Thoracica) were studied. The larvae of five species of this group were revealed. Their average density does not exceed 400 ind./m3 and their proportion in the total meroplankton does not exceed 22%. In the summer season, the larvae of Amphibalanus improvisus prevailed and in the autumn season the nauplii of Balanus rostratus prevailed. The number of larvae of barnacles was higher in Amursky Bay, with deep-sea species nauplii being concentrated in its central part and shallow water ones in the northern and central parts, in the zones of costal gyres. In Ussuriisky Bay, the density of larvae of most species decreased seaward from the coast. The abundance of larvae of invasive species A. improvisus show that it has successfully become naturalized in Amursky Bay and is gradually replacing the native species Chthamalus dalli and Balanus crenatus in the lower littoral and upper sublittoral zones.