The effects of starvation on histological changes in hepatocytes and the intestinal epithelium in the olive flounder, Paralichthys olivaceus were examined. The starved group was not fed for 12 weeks, whereas the fed group was given food. Food deprivation resulted in a significant decrease in hepatocyte nucleus size and nuclear height in the intestinal epithelium (P<0.05). In the starved group, pronounced degenerative changes were seen in the histology of hepatocytes and the intestinal epithelium; the tissue morphology was irregular and the nuclei were stained basophillic, shrunk irregularly, and very compact. These results suggest that histological changes in hepatocytes and the intestinal epithelium can be used as an indicator of starvation in the olive flounder. In addition, the data are interpreted in detail and some biologically important relationships are discussed.