The physiography, indigenous vegettion, and total flora are described for 225 km 2 of Tertiary and Cretaceous rocks which form hilly and mountain landscapes extending from sea level to 1245 m above sea level in southern Marlborough. The rocks include hard limestones which produce high perpendicular cliffs. Sixteen vegetation units ranging from lowland mixed hardwood forest and scrub, through upland forests, to subalpine scrub, are described in relation to local climatic gradients, altitude, topography, and parent materials. Differences between vegetation on non-calcareous and calcareous soils are most distinctive on colluvial slopes with skeletal soils. 562 indigenous gymnosperms, lycopods, ferns, and flowering plants are listed, over half the total for north-east South Island. 217 adventive species are listed. Many indigenous taxa are unnamed, but few are confined to the study area. Overall 5% of the flora are calcicoles but only 2.7% strongly so. Appended notes discuss nomenclature and distribution.