During a cruise to the Ross Ice Shelf we counted all penguins and marine mammals seen whilst underway. Our objective was to determine the abundance and distribution of these animals along our cruise line. From 14 May until 11 June the sun was below the horizon. Our observations were from the 18 m high bridge. Most watches were in the dark, aided by the bridge spotlights. A total of 79 emperor penguins, 920 Adélie penguins, and 27 marine mammals were counted. We conclude that the Ross Sea, in which wildlife flourishes during the summer, is depauperate in winter. The low numbers of marine mammals may be due partially to their tendency to remain below the surface most of the time. However, Adélie penguins, a visual hunter which rests on sea ice at night, appear to prefer pack ice edges where there is a few hours of daylight and civil twilight for pursuit of prey. Non-breeding emperor penguins also rest on sea ice at night. All but four were observed north of the Ross Sea. Unlike more northerly colonies where females lay their egg and disperse in May female departure in the Ross Sea appears to be later and, we were unable to determine their winter foraging area.