Animals living in the Southern Ocean have evolved in a singular environment. It shares many of its attributes with the high Arctic, namely low, stable temperatures, the pervading effect of ice in its many forms and extreme seasonality of light and phytobiont productivity. Antarctica is, however, the most isolated continent on Earth and is the only one that lacks a continental shelf connection with another continent. This isolation, along with the many millions of years that these conditions have existed, has produced a fauna that is both diverse, with around 17,000 marine invertebrate species living there, and has the highest proportions of endemic species of any continent. The reasons for this are discussed. The isolation, history and unusual environmental conditions have resulted in the fauna producing a range and scale of adaptations to low temperature and seasonality that are unique. The best known such adaptations include channichthyid icefish that lack haemoglobin and transport oxygen around their bodies only in solution, or the absence, in some species, of what was only 20 years ago termed the universal heat shock response. Other adaptations include large size in some groups, a tendency to produce larger eggs than species at lower latitudes and very long gametogenic cycles, with egg development (vitellogenesis) taking 18-24 months in some species. The rates at which some cellular and physiological processes are conducted appear adapted to, or at least partially compensated for, low temperature such as microtubule assembly in cells, whereas other processes such as locomotion and metabolic rate are not compensated, and whole-animal growth, embryonic development, and limb regeneration in echinoderms proceed at rates even slower than would be predicted by the normal rules governing the effect of temperature on biological processes. This review describes the current state of knowledge on the biodiversity of the Southern Ocean fauna and on the majority of known ecophysiological adaptations of coldblooded marine species to Antarctic conditions. It further evaluates the impacts these adaptations have on capacities to resist, or respond to change in the environment, where resistance to raised temperatures seems poor, whereas exposure to acidified conditions to end-century levels has comparatively little impact. Zone Description Area (km 2) Length (km) Southern Ocean Total area (km 2)