ABSTRACT. To assess factors that influence depth regulation of sponge larvae, we documented ontogenetic changes In larval size and shape, lipid and protein content, skeletal development, and photoresponse in S~gmadocia caerulea, a shallow-water demosponge in the order Haplosclerida. We also measured slze and biochemical differences among larvae from different parents to determlnc how depth regulation might vary across the population. Larvae were photonegative during the entire freesw~mming period. Younger larvae swam faster than older larvae, but older larvae swam away from light for greater time and d~stances. Sinking rates of anesthetizcd larvae ~ncreased as a function of age, not because of lipid depletion or shape changes, but because addition of spicules Increased density. Neither lipid nor protein changed sign~flcantly during larval life, but proteln content increased abruptly just after settlement. Minor differences In length and protein content among offspring from d~fferent parents had no apparent effect on depth regulation Both a c t~v e movement and passive sinking play roles in moving late-stage larvae towards the sea floor, but increase in larval splcular mass appears to be the most important factor