We examined distribution, habitat, and behavior of rockfishes, Sebastes spp., with a remotely operated vehicle (ROV) in coastal waters < 90 m deep of southeastern Alaska from 1998 to 2000. We identified black, S. melanops, canary, S. pinniger, China, S. nebulosus, copper, S. caurinus, dusky, S. ciliatus, harlequin, S. variegatus, Puget Sound, S. emphaeus, quillback, S. maliger, redstripe, S. proriger, rosethorn, S. helvomaculatus, silvergray, S. brevispinis, tiger, S. nigrocinctus, yelloweye, S. ruberrimus, and yellowtail, S. flavidus, rockfish. Quillback and dusky rockfish were the most widely distributed species, China and harlequin rockfish were the least widely distributed species. Species richness was greater at sites on or near the outer coast than at sites in more inside, sheltered waters. Most (> 75%) observations of rockfish were over complex bottoms of boulder and rock or in vertical bedrock wall habitats. Few rockfish were observed over soft bottoms with no relief. Median depth of observation was less than or equal to 30 m for black, copper, dusky, and yellowtail rockfish and > 30 m for all other species. Median temperature of observation ranged from 6.1 degreesC for harlequin rockfish to 9.4 degreesC for black rockfish. Size of fish was positively correlated (p less than or equal to 0.036) with depth for dusky, quillback, and yelloweye rockfish. Species often observed alone were China (67%), copper (46%), quillback (46%), and rosethorn (43%) rockfish. Most (greater than or equal to70%) observations of harlequin, Puget Sound, silvergray, tiger, and yelloweye rockfish were in mixed species assemblages. When first observed, the behavior of most rockfish species was swimming or hovering. Notable exceptions were China, harlequin, rosethorn, and tiger rockfish; 33 - 57% were resting on bottom or in a hole or crevice.