The flora of the vascular hydrophytes and hygrophytes and the change of flora according to the fluctuation of the water level before and after flooding were investigated from September 2002 to October 2003 in Woopo Wetland and Topyeong Stream, Changnyeong-gun, Gyeongsangnam-do, Korea. The flora of the Woopo, Mokpo, Sajipo, Jokjibyeol, Topyeongcheon Upstream, and Topyeongcheon Downstream were composed of 256, 242, 265, 177, 201, and 180 taxa, respectively. The flora of total study area was 86 families, 232 genera, 302 species, 42 varieties, 6 form, or total 350 taxa. Among them, hydrophytes, hygrophytes, and others were 36, 96, and 218 taxa, respectively. The life form of the vascular hydrophytes was classified as 19 taxa of emergent plants, 6 taxa of floating-leaved plants, 4 taxa of free-floating plants, and 7 taxa of submersed plants. The specified wild plants designated by the Korean Association for Conservation of Nature, Ministry of Forest, and Ministry of Environment were Euryale ferox, Hydrocharis dubia, Persicaria amphibia, Acorus calamus var. angustatus. And Aristolochia contorta was distributed in the study area. The floras of the naturalized plants of the Woopo, Mokpo, Sajipo, Jokjibyeol, Topyeongcheon Upstream, and Topyeongcheon Downstream were composed of 27, 25, 35, 21, 26 and 24 taxa, respectively. The flora of the naturalized plants of total study area was 43 taxa, this equalled 12.3% of total vascular plants in the study area. And 165~244 taxa were surveyed in the each study area before flooding, total 299 taxa, and 86~212 taxa after flooding, total 299 taxa. Among them, hydrophytes, hygrophytes, and others were 33 and 29, 93 and 83, 183 and 187 taxa before and after flooding, respectively. Before and after flooding, the species number of emergent plants, floating-leaved plants, free-floating plants, and submersed plants was nearly the same. It was guessed that vascular hydrophytes and hygrophytes adapted to fluctuation of the water level in the study area.