The fish family Liparididae is a widely distributed, benthic taxon in temperate and cold waters of the Northern and Southern Hemispheres. Recent studies show that there may be as many species in the Southern Ocean as in the Bering Sea, previously considered an area of highest species diversity and primary center of distribution. Liparidids are probably the most species-rich family in the Southern Ocean, contrary to the traditional view giving this position to the endemic southern family Nototheniidae. The most species-rich liparidid genus is Careproctus, which has the broadest depth range of 50 to 7200 m. It includes about 18 undescribed Antarctic species and is the only group of the Southern Ocean liparidids not recently reviewed taxonomically. The immediate goals of the proposed research are the identification, description and redescription of Careproctus species occurring in the Southern Ocean. Standard taxonomic methods will be used, but emphasis will be on a search for previously unused distintive characters in the liparidid genus. The identification and description of all Antarctic liparidids will permit studies leading to better understanding of the zoogeography and history of the Antarctic ichthyofauna, comparison of the Antaractic liparidid fauna with that of the Bering Sea, and may help explain why and how the family achieved its bi-polar distribution and high species diversity. Accurate species descriptions will be of great assistance in studying the changes which occur during adaptation to deep-sea life, the ecology of the Southern Ocean and adjacent waters, and the distribution and zoogeography of Antarctic fishes.