Global climate change will alter many such properties of the Southern Ocean as temperature, circulation, stratification, and sea-ice extent. Such changes are likely to influence the species composition and activity of Antarctic marine microorganisms (protists and bacteria) which playa major role in deter-mining the concentration of atmospheric $CO_2$ and producing precursors of cloud condensation nuclei. Direct impacts of climate change on Antarctic marine microorganisms have been determined for very few species. Increasing water temperature would be expected to result in a southward spread of pelagic cyanobacteria, coccolithophorids and others. Growth rates of many species would be expected to increase slightly but nutrient limitation, especially micronutrients, is likely to result in a negligible increase in biomass. The extent of habitats would be reduced for those organisms presently living close to the upper limit of their thermal tolerance. Increased UVB irradiance is likely to favour the growth of those organisms tolerant of UVB and may change the trophic structure of marine communities. Indirect effects, especially those as a consequence of a diminution of the amount of sea-ice and increased upper ocean stratification, are predicted to lead to a change in species composition and impacts on both trophodynamics and vertical carbon flux.