Abstract – This study deduced in detail the lateral migration –those between river channels and floodplain habitats – of the pirarucu (Arapaima gigas), a giant, obligate air-breathing species of the Amazon Basin. Over a thousand samples of the pirarucu were taken through counts of the individuals performed at the moment of aerial breathing; these samples were taken in eight habitats of a floodplain near the Amazon River every week throughout an entire flood cycle. The lateral migration of the pirarucu accompanied water level fluctuations closely. As water levels rose, the pirarucu migrated to increasingly higher habitats in flooded forests and remained there during high water levels. As water levels declined, the pirarucu migrated first back to lower habitats of flooded forests, then to communicating channels, and, eventually, to the lakes, where they remained during low water levels. These results allow for a conceptual model of lateral migration of floodplain fishes.