With its state-of-the-art submersibles and ROVs, Harbor Branch Oceanographic Institution (HBOI) is in a unique position to conduct biological research in deep midwater habitats and at continental shelf depth too great to reach by SCUBA. The submersibles are used by scientists funded by NOAA, NSF, ONR, Seagrant and other agencies in addition to staff scientists. Because the two HBOI support ships, both have walk-in environmental facilities for maintaining deep-water organisms, specimens can be transported to port for additional work following cruises. However, the institution's shore-based facilities for controlling temperature, pressure, spectral irradiance and other environmental parameters are inadequate. To remedy this situation, the Division of Marine Science at HBOI is currently renovation a laboratory to serve as a culture and experimental facility for work with midwater and bathyal organisms. This facility, which has been given the acronym COOL (Culture of Oceanic Organisms Laboratory) will allow researchers to conduct shore-based physiological, behavioral, embryological and ecological research with organisms collected from deep waters. This project will provide partial funding for some of the capital equipment needed to outfit the laboratory, namely environmental rooms, circulating water baths, and a small hyperbaric chamber with associated hardware. The culture laboratory is to be located in the same building as a newly designated visiting investigator laboratory. Both facilities will be available as common-use research space for graduate students, postdoctoral fellows, and staff scientist from the national and international scientific community.