1. The in vitro metabolism of 2-nitrofluorene (NF), an environmental pollutant, was examined in fish, focusing on nitro-reduction followed by N-acylation and hydroxylation. 2. When NF was incubated with liver microsomes or cytosol of sea bream, Pagrus major, in the presence of NADPH or 2-hydroxypyrimidine, 2-aminofluorene (AF) was formed. 3. When AF was incubated with liver cytosol in the presence of acetyl-CoA or N-formyl-L-kynurenine, 2-acetylaminofluorene (AAF) or 2-formylaminofluorene (FAF) was formed, respectively. AAF and FAF thus formed were deacylated to the parent AF by the liver preparations. 4. AF, AAF and FAF were oxidized to 7-hydroxy or 5-hydroxy derivatives by the liver microsomes. 5. Nitro-reduction, N-acylation and ring-hydroxylation of NF and the metabolites were also observed in rat liver preparations. These activities in sea bream livers were lower than those of rat liver. However, the order of magnitude of these activities in fish was the same as in rat. 6. It is suggested that NF is effectively reduced to AF by the cytochrome P450 system or aldehyde oxidase, and the acylated metabolites, AAF and FAF, generated by arylamine acetyltransferase and formamidase were hydroxylated by the cytochrome P450 system in fish in the same way as in rat. Further, the acetylamino and formylamino derivatives were interconverted via amino derivatives in the fish.