A year-round sequence of hydrographic casts is used to trace the evolution of the upper ocean waters in Marguerite Bay, western Antarctic Peninsula (wAP), between 1998 and 2002. Winter 1998 was anomalous, showing an unusually deep mixed layer that became progressively more saline until spring, reaching salinities as high as 34.0. The remnant of this mixed layer (the Winter Water, WW) was the deepest and most saline observed. Atmospheric and cryospheric conditions were anomalous during winter 1998 at both local and regional scales. Locally, we observed low sea ice concentrations, high air temperatures, and a high frequency of northerly winds. These are the local manifestations of the strong ENSO event of 1997/1998 that was then rapidly weakening. At the regional scale, this ENSO produced significant anomalies in the sea ice distribution throughout the Amundsen-Bellingshausen Sea area, and a large-scale low-pressure anomaly over the southeast Pacific was seen to be responsible for the warm, northerly winds. We use a coupled mixed-layer/ice production model to investigate the ENSO-driven forcings for the anomalous ocean conditions observed in winter 1998. This reveals that ice production is the main control on upper ocean stratification, and that the deep, saline mixed layer in 1998 was forced by anomalous sea ice conditions on spatial scales larger than purely local. We conclude that the near-coastal hydrography along the Peninsula shows a profound response to ENSO, with atmospheric and cryospheric forcings both implicated.