Effect of fish oil feeding was investigated on morphological changes of thoracic aora in female rats after bilateral oophorectomy(OVX). Fifty four healthy female rats of Spraque-Dawley strain, were divided into sham group, OVX group and , OVX and fish oil feeding, group. Experimental animals were sacrificed at the end first, eighth week and sixteenth week after operation, thoracic aorta blood sample were collected. The results obtained were as follows ; 1) Total cholesterol and LDL-cholesterol contents in serum were significantly higher in the sham and OVX groups than fish oil feeding group. Serum HDL-cholesterol levels among three exjperimentnal group were lowest in the OVX group. 2) In the sham operation group, as experimental period prologed the endothelial cells were distorted round shape and enlarged, and the subendothelial layer was widened in tunical intima. The elastic lamina were disrupted in tunica group. In the fish oil feeding group, the endothelial cells and subendothelial layer in tunica intima, and the elastic lamina in tunica media were intance. From the present results, it was suggested that fish oil feeding may prevent the atherosclerotic changes in thoracic aorta and serum cholesterol induced by oophhorectomy in the rats.