The distribution of whales and krill in two survey boxes north of South Georgia was examined by comparing sightings and underway acoustic data collected as part of a multidisciplinary research cruise during January/February 1998. A total of 222 cetaceans of 10 species was recorded with southern right whale (Eubalaena glacialis) and humpback whale (Megaptera novaeangliae) the two most frequent. The largest aggregation of cetaceans (21 southern right whales, 18 fin whales (Balaenoptera physalus), 4 sei whales (B. borealis), 1 humpback whale and 8 hourglass dolphins (Lagenorhynchus cruciger)) occurred close to the, largest single aggregation of krill. The level of association between baleen whales and krill was examined at a number of spatial scales. There was a positive relationship between whale abundance and mean krill density at the largest spatial scale examined (80 x 100km ). At progressively smaller scales the relationship weakened, due mainly to the increased frequency of areas of high krill density where whales were not recorded. In particular whales were absent from inshore areas (up to 300 m depth) that had higher mean krill densities compared with areas where whales were recorded. To compare krill and whale distribution, particularly at smaller scales, may require information on krill swarm structure and density. Such information may also be crucial to understanding the role of scale-dependence in potential interspecies competition among krill-feeding marine predators.