The men, aged 30 and 22, were fishing at Buffalo Creek on Darwin's fringe last night but when they decided to head home they realised that the tide had risen and they were stranded on a mudbank.
They decided to trudge through the knee-deep water to get back to their vehicle when they became aware that a 3m crocodile was stalking them, police said.
"It lunged at them, so they climbed up a mangrove tree," said a police spokeswoman.
The younger man fell into the water but managed to quickly scamper back up the tree again.
Using his mobile phone one of the fishermen alerted authorities, who rushed to the scene.
The men were rescued by boat and the crocodile was shot at to scare it away, although it is uncertain whether it was killed.
Wildlife ranger Tom Nichols said at least one of the men seemed to be from overseas, and the pair were unfamiliar with local conditions.
"They weren't aware of the big tides, which were 7m tides last night, and also the conditions in that area, how fast the water comes in and out," Mr Nichols said.
There had been a report of a large crocodile in the area on Friday, he said.
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