This study was aimed to investigate the pathophysiological changes of olive flounder, Paralichthys olivaceus suffering from emaciation. A plasma osmolality was higher in the emaciated and control flounders than that of normal teleost, suggesting osmoregulatory failure in both of them. Also, the control in the same stock with emaciated flounder seem to be classified into a primary degree of emaciation. According to microscopic observations, the inflammatory responses were observed in the submucosal layer of anterior intestine, although the some of mucosal intestinal epithelium still remained. It was suggested that the pathological changes of the anterior part give rise to malabsorption of nutrients through the mucosa. In the posterior intestine and rectum, the mucosal epithelium were almostly sloughed off and severe inflammatory responses were observed in the submucosa. Immunoreaction for NKCC was not detected in the mucosal epithelial cells in intestine because of sloughing of epithelium. These changes would lead to functional disorder in the intestine, such as malabsorption of nutrients and osmoregulatory failure. Also important is to investigate the recovery phase.