Freshly upwelled water is poor in phytoplankton biomass but rich in nutrients. With its ageing, phytoplankton biomass increases whereas the nutrients are consumed. The overall aim of our investigation was to check the succession in the phytoplankton composition as a consequence of changing nutrient conditions. The experiments were carried out in mesocosms filled with surface water in the northern Benguela region and installed on board of R/V "Maria S. Merian". In the freshly upwelled water, phytoplankton took up nitrogen at a higher rate than phosphorus if compared with the Redfield ratio. Therefore, nitrogen was exhausted already by day 6. Nitrogen limitation after day 6 was indicated by decreasing chlorophyll a (chla) concentrations, primary production rates and productivity indices and increasing C/N ratios in particulate matter. Despite nitrogen limitation, phosphorus addition stimulated further growth, mainly of diatoms, pointing to luxury uptake. Cyanobacteria did not develop and nitrogen fixation was zero even with phosphorus and iron addition. Diatoms stay the most important group in the freshly upwelled water, but autotrophic and heterotrophic dinoflagellates increase strongly in the matured upwelled water. Mesocosms excluded disturbances by advective water transports, which influence the study of succssions under field conditions. Keywords: Mesocosms, Diatoms, Succession, Limiting factors, Nitrate, Phosphate, Namibia, Benguela upwelling.