Dissections, manipulation of ligamentary preparations, analysis of limb proportions, and quantitative aspects of forelimb myology are used to correlate forelimb morphology in fur seals and sea lions (sub-family Otariinae) with previously published data as to their locomotor function (English, '76a). Comparisons to structure and function in generalized fissiped carnivores are then used to elucidate locomotor adaptations in fur seals and sea lions. Unique features of forelimb function during swimming in these pinnipeds include the amounts of abduction-adduction and rotary movements used. Modifications of the size, attachments and fascicle architecture of the muscles and the structure and range of possible movement of the joints suggest that in fur seals and sea lions these movements (1) take place about the glenohumeral (shoulder) joints, (2) that the movements are probably finely controlled, and (3) that they contribute to the generation of massive forward thrust via the cooperative activity of muscles capable of generating large amounts of force throughout the range of movement. Recovery movements occur through a similarly large range, and modifications of forelimb anatomy either to minimize or overcome water resistance are noted. The adaptive significance of these modifications is interpreted as allowing fur seals and sea lions to swim at speeds necessary to feed on the fast swimming prey presumably abundant in their adaptive zone.