Upeneus guttatus is one of the demersal fish resources used as a bait fish and is favored for human consumption. Its taste liking has gained a high popularity among the people in Polewali Mandar. Unfortunately, the high demand for Upeneus guttatus has resulted in an uncontrolled exploitation. In addition, the continuous fishing activities can impact the availability and stock of resources. Other than Upeneus sulphureus and Upeneus moluccensis, information on the population dynamics of Upeneus guttatus species has never been addressed, especially in Polewali Mandar. Therefore, this research aimed to determine the population dynamics of Upeneus guttatus caught in Polewali Mandar waters to support as basic data for sustainable fisheries management. Sampling was conducted from August to October 2023 in Polewali Mandar waters, West Sulawesi. During the study, 1134 two-tone goatfish were obtained, consisting of 989 males and 145 females. The recruitment pattern of the two-tone goatfish showed three age groups in August and September and two age groups in October. The predicted L∞ value was 193mm with a K-value of 0.51 per year. The total mortality rate of the two-tone goatfish was 3.48 per year. The exploitation rate was recorded with a value of 0.80, indicating the overfishing of the species under study. Thus, aligned with managing the sustainable developmental goals, efforts exerted by the community and local government should prioritize the availability of the Upeneus guttatus via preventing the over exploitation recorded at the study site.