This is an oceanography course focusing on physical processes and circulation of the Southern Ocean. The Southern Ocean plays a disproportionately large role in the global circulation and climate due to its unique circumpolar nature and its close interaction with the Antarctic cryosphere and the overlying atmosphere. The course will begin with the review of basic seawater properties, their observations and distribution in the Southern Ocean. The course will then focus on the dynamics of the Southern Ocean and discuss geostrophic balance, zonal transport of the Antarctic Circumpolar Current, and wind-driven surface Ekman layer dynamics. Special attention will be given to water masses, meridional overturning circulation and geostrophic eddies in the Southern Ocean. The course will conclude with the discussion of the role of the Southern Ocean in the global ocean circulation and climate and its representation in the state-of-the-art global ocean and climate models. The course will touch upon the important fundamental fluid dynamic aspects of this region while it will also survey some of the recent research papers on this topic. This course is recommended for students with good background in physics and mathematics and basic physical oceanography.