This study investigated the foraging behaviour, diving behaviour, movements and diet of lactating southern sea lions in the Falkland Islands. They appeared to be primarily nocturnal, benthic foragers hunting at depths ranging from the surf line down to 250 m, and from just off their breeding sites out to 45 km offshore. Occasional longer trips may extend foraging ranges to over 150 km from breeding sites. Attendance patterns suggest that Falklands' sea lions do not haulout simply to feed their pups. Other factors such as predation and thermoregulation may cause them to come ashore. When at sea they travelled at approximately 1 m s−1, slower than previous studies of otariids indicated. Absence from the breeding site did not imply continuous foraging; all study animals used remote haulout sites away from their pups. Repeated use of the same areas and the short duration of foraging trips suggest that they were able to catch enough food within a fairly small foraging range. Data on diet support the suggestion that lactating sea lions are mainly benthic foragers. They take a wide range of prey species. The most common cephalopods were Loligo gahi, similar in size to those taken by the fishery. There is therefore potential for competition between the sea lion population and the Loligo trawl fishery. There was considerable overlap between the diet of sea lions and those of Gentoo and Magellanic penguins, which suggests that sea lions may compete with both species.