On January 20th we visited Zavodovski Island. The slopes were covered with Ringed penguins, and the beaches under the glaciers were occupied by a number of King penguins. Fumes were issuing from caves on the eastern side of the island, and it was noticed that the penguins kept clear of them. Many Giant petrels flew round the ship, and a number were seen resting ashore. Cape pigeons, Wilson petrels and a blue petrel were noticed in the vicinity of the island. As we turned farther south prions became more scarce, but Wilson petrels and Cape pigeons kept up in numbers. The light-mantled sooty albatross seen in these areas was conspicuously light-phased, and became markedly so in the more southern latitudes. Silver-grey petrels (_Priocella glacialoides_) were first seen in lat. 57° S. and 15° E. long. They were observed throughout the voyage till we returned to South Georgia, where the naturalist obtained some specimens. In lat. 58° S. we met the Antarctic petrel (_Thalassoeca antarctica_). They occurred in groups of ten or fifteen, but never in large numbers, as seen in the Ross Sea. In this latitude also an occasional Sooty petrel (_Oestrelata macroptera_) was seen, and a species of whale bird, classed temporarily by the naturalist as _Prion desolatus_. We saw a Cape hen in lat. 61° S., and a Giant petrel after we had crossed the circle; the latter is very rare in the Antarctic proper. One of the latter seen in 67° S. had a very white phase. In lat. 68° S. Arctic terns were noticed. Some of them were already (on February 8th) beginning to change their plumage, the dark cap in many cases being streaked with grey. Emperor Penguins (_Aptenodytes Forsteri_) were seen in numbers south of lat. 67° S., but, taken on the whole, were not common throughout the trip. They are the “farthest south” penguins. Numbers of cheery little Adelies were seen in greatest numbers near “Ross’s Appearance of Land.” Crab-eater Seals (_Lobodon carcinophagus_) were seen in large numbers about the pack edge, especially in those parts where the ice showed marked diatomaceous bands. Often as many as a dozen of these seals were seen on a single small floe heaving up and down on the swell. Killer whales were present in numbers at the time we were in the pack, and were frequently seen in the open leads. The Crab-eaters, on the other hand, seemed to avoid the larger leads of open water. On February 13th we had occasion to kill a number of Crab-eaters, when each female was found to be pregnant, the fœtus varying in length from one to three inches. Sea-leopards were seen, but were rare.