To induce an overpopulated melanomacrophage centers(MMCs) within spleen and kidney in tilapias, two methods were applied through the intraperitoneal inoculation of V. anguillarum FKC with a repeated dose of saline(the 1st induction group), and of colloidal carbon (the 2nd induction group). In the 1st group, both number and size of MMCs were slightly increased in spleen and head kidney. However in the 2nd group the two hemopoietic tissues were nearly occupied with quite a large number of MMCs. Regardless of induction groups, many of MMCs were confined within the walls of blood vessels in the spleen. Especially in the 2nd group, the MMCs without fibrous capsules often had concentrically or eccentrically located, thin-walled lumens of vessels, which strongly suggests to be ellipsoids. In head kidney, nearly all MMCs were located within or just around the lymphocytic areas but the precise relationship to blood vessel wall was not obvious. Despite of such overpopulated MMCs, no histopathological degenerative findings in hemopoetic parenchymas of both organs were recognized. To evaluate the effect on defensive function, tilapias of the 2nd group were challenged with E. tarda. Susceptabilities to E. tarda were never increased but rather significantly decreased compared to control. Weekly antibody titres in sera were determined for all induction groups, in which the titres in the 1st and 2nd groups were 4 or 8 times higher than in the control, and then remained high until the 4th week. Also with the hemopoietic function, cellular compositions of peripheral blood were analyzed at weekly intervals but no significant changes resulted. From those results, it is suggested that overcrowding of MMCs would not lead to any morphological as well as functional deteriorations of spleen and head kidney but have an intimate association with enhancement of protective immune system in tilapias.