Carp show a partial compensation in metabolic rate and activity following temperature acclimation. In the present study crucian carp, Carassius carassius, were acclimated for eight weeks to either 2deg; C or 28deg; C. The effects of temperature acclimation on muscle fibre ultrastructure has been investigated. The fractional volume (%) of each fibre type occupied by mitochondria and myofibrils was determined using a point counting morphometric method. Mitochondrial density was found to be higher in the muscles of cold (red fibres 25%; pink fibres 20% and white fibres 4%) than in those of warm acclimated fish (red fibres 14%, pink fibres 11%, white fibres 1%). The proportion of subsarcolemmal to intra-myofibrillar mitochondria was significantly lower in the red fibres of cold acclimated fish. Metabolic compensation to low temperatures are therefore associated with an increase in the number of mitochondria per cell. In contrast, the fractional volume occupied by myofibrils actually decreased following cold acclimation. Evidence is reviewed that temperature compensation of contractile activity results from qualitative rather than quantitative changes in myofibrillar proteins.