We visited St. Paul’s Rocks on November 8th, when two species of birds were found to be nesting: the Noddy Tern and the Booby. The Noddy Tern (_Anous stolidus_) is shy, and few except those with young remained on the island. We collected some of their eggs, many of them addled. The young were almost fully fledged, but each was attended by the parent bird, which stayed to defend it. These birds varied largely in colourings, chiefly in the degrees of white and lavender grey of the forehead and back of the neck, the lighter phase being the more common. Nests were built roughly to a height of from 12 to 15 cm., and composed largely of seaweed and guano. Built-up nests predominated, but several eggs and young were found in depressions in the broken rocks. The Brown Gannet, or Booby (_Sula leucogastra_), is so called from its stupid expression. The nests consisted of rocks, a few feathers and guano, or merely depressions in the rock. We collected some eggs and several young ones in all stages, from one which was newly hatched, without down or feathers and eyes closed, to those which were almost fully fledged. The nests are so set in the irregular and sloping surfaces that the birds continually foul each other, the young especially becoming very filthy in this way. They live largely, if not entirely, on flying fish, and gorge themselves so heavily with them that when taking flight on our going amongst them each bird disgorged one, two or three fish in different stages of digestion. Crabs abound on the rocks. They are very active and nimble, and at the approach of man scramble into crevices. They are able to jump, and on several occasions were seen to gather their legs under them and leap squarely forward a distance of two or three feet. Some grow to large size and develop powerful claws, but apparently they make no attempt to seize the birds, the chicks or the eggs. When the adult bird disgorged on rising, the crabs hastened to seize the flying fish, and, tearing them to pieces, crammed them voraciously into their jaws. There is a lagoon in the middle of the rocks, the floor of which is covered with marine plants of many varieties, whilst fish swim to and fro in great numbers. Sharks, varying in length from four to eight feet, swarmed in it, and we harpooned several. The stomachs of most of them were empty, and the others contained only a few squids. A full description of the fish of St. Paul’s Rocks will be found elsewhere. Numerous specimens of all species were taken from the rocks and preserved for sending to the museums. We left Rio de Janeiro on January 18th for South Georgia. During this part of the journey we were followed by stormy petrels, Wilson petrels, wandering albatross, mollymauks, Cape pigeons, Cape hens, sooty albatross, and saw several terns. As we neared the island we observed penguins, skua gulls and giant petrels, and, as we passed along the coast, prions, diving petrels and dominican gulls.