Down on the Upside is the fifth studio album by the American rock band Soundgarden, released on May 21, 1996 through A&M Records. It is the band's third album with bassist Ben Shepherd. Following a worldwide tour in support of its previous album, Superunknown (1994), Soundgarden commenced work on a new album. The music on the album was notably less heavy than the group's preceding albums and featured the band experimenting with other sounds.
The album topped the New Zealand and Australian charts and debuted at number two on the United States' Billboard 200, selling 200,000 copies in its opening week and spawning the singles "Pretty Noose", "Burden in My Hand", "Blow Up the Outside World", and "Ty Cobb". The band took a slot on the 1996 Lollapalooza tour and afterward supported the album with a worldwide tour. Down on the Upside would end up becoming Soundgarden's final studio album for sixteen years as tensions within the band led to its break-up in April 1997. The album has been certified 2x platinum by the RIAA in the United States.
The album's title comes from lyrics in the fourth track "Dusty."