The distribution, abundance, size structure, reproductive biology and diet of warty oreo, Allocyttus verrucosus (Gilchrist), and spiky oreo, Neocyttus rhomboidalis (Gilchrist), from the continental slope region (400-1200 m depth) of south-eastern Australia are described. The depth distributions of the two species overlap, with spiky oreo being more abundant in intermediate depths (600-800 m) and warty oreo abundance peaking at greater depths (900-1200 m). There was evidence of size structuring with depth. Warty oreo juveniles and subadults were comparatively more abundant in depths of less than 1000 m and adults dominated at greater depths. In spiky oreo, juveniles were largely restricted to the depth range of 700-900 m. Size at 50% maturity in females was 28 and 35 cm for warty and spiky oreos, respectively. Males mature at slightly smaller sizes. Spawning occurs in May-June for warty oreo and between August and October for spiky oreo. Just prior to spawning in warty oreo the sexes appear to segregate by depth, with females becoming progressively more dominant with depth. Both species are benthopelagic feeders, consuming a range of prey items including crustaceans, fish and squid. Salps were also an important component of the diet of spiky oreo.