Mega-epibenthic shelf assemblages were investigated off Northeast Greenland and in the Weddell, Bellingshausen, and Amundsen Seas in the Antarctic using underwater video. In the Arctic a total of 94 taxa represented by more than 100,000 individuals were identified. Echinoderms, particularly brittle stars, were the most important elements of the mega-epibenthic fauna on the shelf off Northeast Greenland. Multivariate analyses of the species distribution revealed a conspicuous depth zonation in which an assemblage on the shallow banks can be clearly distinguished from that in the troughs. Between these a transitional zone with a heterogeneous benthic fauna was found. Physical disturbances are supposed to be responsible for the pronounced dominance patterns observed on the shallow banks. The fauna in the troughs, which consists of more than 50 % suspension feeders, is diverse but low in numbers of individuals.In the Antarctic more than 115,000 individuals belonging to 169 taxa were analyzed. Obvious faunal differences exist between the stations in the Weddell Sea and the Bellingshausen/Amundsen Seas. Assemblages of suspension feeders dominated by sponges and bryozoans are prevalent on the shelf of the eastern Weddell Sea, but almost absent in the Bellingshausen and Amundsen Seas. These assemblages seem to be restricted to areas where bottom currents provide favourable feeding conditions. However, motile deposit feeders are more abundant in both regions where there is a soft bottom substrate with presumably slow bottom currents and reduced horizontal transport of organic particles.