The spatial distribution and species composition of high-Antarctic ichthyonekton was investigated during the EPOS 3 cruise by RV Polarstern in the eastern Weddell Sea during January–February 1989. A multiple rectangular midwater trawl was used to collect samples from the surface to near the sea floor at 11 stations along a 245 kra transect off Halley Bay. Early larval stages of 18 species, representing about 24% of the known Weddell Sea ichthyofauna, were present in the water column. The Antarctic silver-fish, Pleuragramma antarcticum, over-whelmingly dominated the catches comprising 84.5% of the 5022 specimens caught. The abundance of this species markedly increased towards the offshore end of the transect with the highest numbers occurring near the shelf-break front associated with the westerly current of the southern limb of the Weddell Gyre. The increased abundance of P. antarcticum in continental slope waters was attributed to deflection of the East Weddell Coastal Current beyond the shelf/slope break by fringing ice shelves. Most larval and juvenile fish were found in the seasonally warmed upper 0–70 m layer of the Antarctic Surface Water where conditions occurred that appeared to be favourable to both feeding and growth. Cluster analysis indicated that inner-, central-and outer-shelf assemblages were represented and that the species composition was most effectively described by reference to water mass and depth.