The distribution characteristics of organic matter(OM) and total nitrogen(TN) in the soils of water-level-fluctuating zone(WLFZ) of Three Gorges Reservoir were studied during the non-flooded period, while the correlation among the soil physicalchemical characteristics, OM and TN contents was also be analyzed. OM and TN contents in the soils of WLFZ were both fairly low, were 10.70 ± 4.03 and 0.84 ± 0.39 mg/g, respectively; however, they followed the normal distribution. The lower C/N ratio of the soils of WLFZ suggested possibility of releasing of inorganic nitrogen from soil in the WLFZ to overlying water in the flood period. Compared with other study areas, the OM and TN contents were at the low level. The variation coefficients of OM and TN contents of the soil samples of WLFZ were on the low side by comparison with those in control zone. That is why the differences of OM and TN contents among difference WLFZ of study areas could be reduced by cyclic drying and wetting of WLFZ periodically. Correlation analysis showed that pH, oxidation-reduction potential(ORP), TN was significantly and positively correlated with OM. The result indicated that organic nitrogen was the main nitrogen compositions in soils of WLFZ of the study area. Soil C/N ratio was negatively correlated with TN, but insignificantly correlated with OM, suggesting that soil C/N ratio was mainly determined by the content of TN.