To study epithelial cell proliferation in the North American flounder (Pseudopleuronectes americanus), fed and fasted fish received intravenous injections of 3H-thymidine and were killed 1 1/2 to 2 h later. Radioautographs of proximal, middle, and distal intestinal segments revealed proliferating epithelial cells at all levels of intestinal folds including the crest although labelled nuclei were most abundant in the epithelial cells on the lower half of folds and between folds. Mature appearing goblet cells with labelled nuclei were observed at all levels of the folds. The mean labelling index was greater in the epithelium of fed than fasted flounder. In fed flounder the mean labelling index was greatest in the proximal segment and least in the distal segment; no substantive differences in mean labelling indices were observed in the various segments of intestine from fasted fish. Electron microscopy revealed no major structural differences among epithelial cells along the base of folds compared to cells near the crest of folds. These findings indicate that 1) epithelial cell proliferation occurs at all levels of the folds of flounder intestine and is not compartmentalized to the base of the folds and interfolds epithelium as reported in other teleosts, and 2) epithelial cell proliferation in the flounder intestine varies with feeding status.