Abstract: Emperor penguins (Aptenodytes forsteri) and leopard seals (Hydrurga leptonyx) are iconic, top predators in Antarctica. Understanding their physiological ecology is essential to the assessment of their adaptability to the threats of climate change, pollution, and overfishing. The proposed research has multipronged objectives. Prior results suggest that Emperor penguins have flexible (vs. static) aerobic dive limits (ADL) that vary with the type of dive, and that the role of heart rate in utilization of oxygen stores also varies with dive type. A series of physiological measurements are proposed with backpack electrocardiogram recorders, that will allow further delineation of patterns and interrelationships among heart rate, dive behavior, and oxygen stores. Importantly, the research will be done on free diving emperors, and not individuals confined to a dive hole, thereby providing a more genuine measure of diving physiology and behavior. A separate objective is to examine foraging behavior of leopard seals, using a backpack digital camera and time depth recorder. Leopard seal behavior and prey intake is poorly quantified, but known to be significant. Accordingly the research is somewhat exploratory but will provide important baseline data. Finally, the P.I. proposes to continue long term overflight censuses of Emperor penguin colonies in the Ross Sea. Broader impacts include collaboration with National Geographic television, graduate student training, and development of sedation techniques for leopard seals.