Changes of gill tissue and body composition of grey mullet (Mugil cephalus) and Nile tilapia (Oreochromis niloticus) by the manipulation of salinity were observed in a recirculating rearing system. Salinity was increased from $0\%_{circ}$ to $33\%_{circ}$for 1 day and remained far 15days, thereafter salinity was decreased from $33\%_{circ}$ to $0\%_{circ{$ for 1 day and remained for other 15 days. Any morphological differences of gill lamella in grey mullet were not observed in seawater and freshwater. However, on day 2 in exposure to seawater, Nile tilapia showed the edema and bloodclot in gill lamella. In the case of grey mullet, mitochondria and tubular system of chloride cell were more densely packed according to the salinity increase. The whole body of grey mullet showed no significant differences in moisture content during experimental period. However, moisture content in whole body of the Nile tilapia was signincantly decreased when exposed to seawater. Protein content in whole body of grey mullet showed no significant difference between beginning and day 15 of the experiment.