Seven species of microorganisms indigenous to fish were inoculated into sterile fish muscle, obtained from Sebastodes alutus and Sebastalobus alascanus, and the production of total volatile acids (TVA) and total volatile bases (TVB) was determined during storage at 1 C. No production of TVA and TVB was noted in sterile fish, fish inoculated with Pseudomonas type III species (PIII-985), or fish inoculated with Flavobacterium (F-1070). The inactivity of PIII-985 was due to its low maximal growth level, whereas the inactivity of F-1070 was due to its slow growth rate. Pseudomonas type I species (PI-950), Pseudomonas type II species (PII-952), and two Achromobacter (Acinetobacter) species (A-981 and A-70) grew and actively produced TVA and TVB. TVB levels increased steadily even after the microbial number reached a maximum, whereas TVA levels declined toward the end of the storage period. It appeared that a minimal microbial growth level of 108 cells/g was needed before detectable levels of TVA or TVB could be produced. Regardless of genera, microorganisms which grew well in fish were able to produce TVA and I Technical Paper No. 2450, Oregon Agricultural Experiment Station.