Behavioral responses to progressive hypoxia exposure were assessed in several species of fish from the family Cottidae (sculpins), which are distributed along the near-shore marine environment and differ in their hypoxia tolerance. The use of aquatic surface respiration (ASR) and aerial emergence as a response to progressive decreases in environmental O(2) differed between intertidal and subtidal sculpins. Intertidal sculpins consistently displayed ASR followed by emergence behaviors, while the subtidal species performed these behaviors at low frequency or not at all. There was a significant negative correlation between the O(2) thresholds for the onset of ASR and critical O(2) tensions (P(crit), a measure of hypoxia tolerance), such that the hypoxia-tolerant species performed ASR at higher O(2) tensions than the more hypoxia-sensitive species. There was no relationship between the O(2) thresholds for emergence and P(crit). When restricted from accessing the water surface during progressive decreases in O(2), all species of sculpin displayed the same sequence of behaviors including agitation, attempts to escape, quiescence, and unresponsiveness. The only behavior from this suite that correlated with P(crit) was the first sign of agitation, which occurred at a lower O(2) tension in the most hypoxia-tolerant species. With the application of phylogenetically independent contrasts, all the relationships between behavior and P(crit) were nonsignificant, which limits our capacity to separate selection-driven changes in behavior from the phylogenetic signal.